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This is pro rata spin off of a sub to the shareholders of the parent. Both A & B are exempt under 7A(c)(10).

Agree

1) Formation of trust A not reportable 2) Formation of NEWCO is exempt under 802.30 3) L acquisition of 11% of NEWCO is exempt under 802.51 (no control) 4) Trust (via NEWCO) acquisition of 85% of S is...

Agree This is OK.