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to facilitate the uninterrupted management of ML Capital
Resources’ lease portfolio after the sale closed. In addition,
on the date of the earliest 1987 cross-chain sale, petitioner had
already had substantial contacts with prospective purchasers
including GATX/BCE. GATX/BCE had apparently already submitted a
preliminary indication of interest (including a cash purchase
price), and GATX/BCE had been selected by petitioner to perform
detailed due diligence regarding the proposed sale. Two days
before Merrill Parent’s board of directors approved the sale of
ML Capital Resources and authorized appropriate officers to
finalize the deal, GATX/BCE had submitted its formal bid to
purchase ML Capital Resources’ stock. Merrill Parent had
received and reviewed the bid prior to the board meeting and, in
the written summary distributed at the meeting, described
GATX/BCE to the board of directors as the “likely purchaser”.
We reject petitioner’s argument that any uncertainty
regarding the terms of the proposed sale of ML Capital Resources
at the time of the cross-chain sales prevents integration of the
transactions for purposes of section 302(b). A binding
commitment or even an agreement in principle that each step of a
plan will occur is not a prerequisite for finding that a firm and
fixed plan existed, although uncertainty regarding one or more
steps of the plan is a factor we must consider. Roebling v.
Commissioner, 77 T.C. at 55; Niedermeyer v. Commissioner, 62 T.C.
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