0803006 Informal Interpretation

From: (redacted)

Sent: Thursday, March 06, 2008 10:00 AM

To: Verne, B. Michael

Subject: LLP Merger Question

Mike,

My client,Company A, is an LLP and a professional services firm that is proposing tomerge with Company B, another professional services firm and also an LLP.

CompanyA and Company B propose to combine their businesses via a a tax-free merger,with Company A being the surviving entity. Company A's partnership agreementwill govern the business going forward and the business will retain the CompanyA name. The consideration being paid to Company B's partners consists ofpartnership interests in surviving Company A and a $2.3 million credit forcertain assets and receivables.

Basedon my reading of 801.2, Company A would be treated as the acquiring entity andCompany B as the acquired entity in this situation. Furthermore, since theacquisition price has not been determined, the value of Company B's LLP interests would be the fair market value of all ofCompany B's LLP interests under 801.10(d).

Pleaselet me know if you agree with this analysis. Thanks,