Description of S. 1393 Relating to the Treatment of Partnership Rollup Transactions : Scheduled for a Hearing Before the Subcommittee On Energy And Agricultural Taxation of the Senate Committee On Finance On July 16, 1991 Jcx-12-91

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DESCRIPTION OF S. 1393"* Explanation of Provisions In general Under the bill, in the case of a partnership rollup that does not provide cash-out or similar rights to dissenting investors, a 50-percent excise tax would be imposed on certain persons providing services (such as promoters, general partners, and others) on certain gain or other income realized in connection with the rollup.
Prohibited rollup transaction Under the bill, the excise tax would apply to payments received in connection wi
...th a prohibited rollup transaction.
A prohibited rollup transaction is a transaction that converts certain types of limited partnership interests into interests with different rights, but only if the following two requirements are met: (1) specified dissenters' rights are not provided; and (2) in connection with the rollup, there is a securities offering that must be registered with the SEC or comparable State or local government agency, or there is a request for a proxy or vote. The type of limited partnership interest converted by the rollup must be one in which the holder is entitled to receive a share of all net proceeds from all sales or refinancings of partnership assets which occur on or after a specified date.


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