Assets-up form: The noncontinuing merging partnerships distribute all of their assets and liabilities to their partners in liquidation of the partners' interests therein, followed immediately by those partners contributing the distributed assets and liabilities to the resulting partnership in exchange for interests therein.
After the merger, A owns a 13 1/3% interest in the resulting partnership; B owns a 60% interest and C owns a 26 2/3% interest.
If there is only one continuing/ resulting partnership, it is the divided partnership.
708-1(d)(2)(i), when at least one resulting partnership is a continuation of the prior partnership, the divided partnership contributes certain assets and liabilities to the recipient partnerships in exchange for recipient partnership interests, which are immediately distributed to all or some of its partners in complete or partial liquidation of their interests in the divided partnership.
708-1(d)(2)(ii), when at least one resulting partnership is a continuation of the prior partnership, the divided partnership distributes certain assets and liabilities to some or all of its partners in complete or partial liquidation of their interests in the divided partnership, followed immediately by the partners contributing the distributed assets and liabilities to the recipient partnerships in exchange for their recipient partnership interests.
Both AB1 and AB2 are continuing/ resulting partnerships; CD is treated as a new partnership.
The preamble states that, pursuant to the proposed regulations, under the assets-over form of a partnership division, the prior partnership's momentary ownership of all the interests in a resulting partnership will not prevent the resulting partnership from being classified as a partnership on formation.
The $648 difference, resulting from a shift of 72% of T's liability from A and B to C, is treated as the deemed sale proceeds.
Specifically, in an assets-over merger, a sale of an interest in the terminated partnership (T) to the resulting partnership (UP) is respected as a sale/purchase of the interest immediately before the merger, if the merger agreement (or similar document) specifies that the resulting partnership (UP) is purchasing the exiting partner's interest in the terminating partnership (T) and the amount paid therefor.
The preamble makes clear that this provision applies even if the resulting partnership transfers the consideration to the terminating partnership on the exiting partner's behalf, as long as the designated language is used in the merger agreement.
Because the sale of the exiting partner's interest is deemed to occur immediately before the assets-over merger, the resulting partnership (UP) and (ultimately) its pre-merger partners inherit the exiting partner's capital account (according to Regs.