Swenco is a Delaware investment holding company with an annual net income of \($100\) million. Swenco does not pay dividends. Its only subsidiary, XYZ Refining, refines crude oil, generating \($70\) million per year in income. XYZ files income taxes only in New Jersey because its out-of-state sales are all in states in which it does not have nexus. Most of these out-of-state sales are to Oklahoma.

Note that New Jersey does not have a throwback rule or allow consolidated tax returns. Swenco is considering acquiring the assets of WV Refining, which is about the same size as XYZ, but is located in Pennsylvania. WV does business in several states; its Pennsylvania income accounts for 75% of its overall apportionment (100% property and payroll, 50% sales, double-weighted). WV is expected to generate \($20\) million worth of income per year. What type of entity should be used to acquire WV and who should own it? How would your answer change if WV was expected to generate NOLs?