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The $10 million would not be included as consideration for the partnership interests. On the rollover: 1) If the current partners retain their interests directly in the Target, they would not be...

I'm assuming that the three acquisitions are contingent on one another. 801.13 would require you to aggregate the three secondary acquisitions of 33.3%. Arguably, you could stop aggregating at 66.6%...

It is based on the statutory language that bases the fee on the "value of voting securities held as a result of the acquisition". You can use 802.4 to analyze whether the underlying non-exempt assets...

The proceeds of the loan are not retiring debt, they are part of the consideration to Seller for the 55% interest in Target LLC. We don't think you can prorate the amount by the percentage that Seller...