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Resources to its sole shareholder, ML Consumer Markets Holdings,
Inc., of the consideration received in the cross-chain sales, and
(3) the imminent sale of ML Capital Resources to GATX/BCE. The
written summary described the tax benefits of the plan, which
were predicated on an increase in petitioner’s basis in ML
Capital Resources under the consolidated return regulations for
the proceeds of the cross-chain sales. The written summary
confirmed that the plan included the sale of ML Capital Resources
and described GATX/BCE as the “likely purchaser”.
The written summary confirmed that, although the sale of ML
Capital Resources had not yet been finalized and the sale
negotiations were not as far along as those in 1986, the
negotiations were sufficiently mature and the sale sufficiently
likely to occur that the establishment of a tax reserve for the
transaction was warranted. The written summary included a
recommendation to the board of directors that a tax reserve
specifically geared, in part, to the basis adjustment resulting
from the section 304 redemptions be approved. In response to the
presentation regarding the plan, Merrill Parent’s board of
directors approved the plan, ratified the cross-chain sales, and
authorized the appropriate officers to finalize the sale of ML
Capital Resources.
Petitioner attempts to minimize the impact of the written
summary by pointing out that the summary was prepared for a board
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