Here is a set of facts about the pending acquisition of Future, Inc. (the target) by Past, Inc. (the acquirer).

Future is a Delaware C-corporation.

Past is a New York C-corporation.

Future is 80% owned by Mr. Smith. Mr. Smith has a basis in his Future stock of $1,000,000. The other 20% of Future is owned by Mr. Northcut who has a basis in Future of $50,000,000.

Past is willing to pay $100,000,000 for Future.

Mr. Smith would like to receive stock for his 80% of Future and he insists that the stock portion of what he receives is tax-free.

Mr. Northcut wants cash for his 20% of Future.

Future holds an exclusive government license to take customers to sport fish, snorkel and Scuba dive the Dry Tortugas off of the Florida Keys. The terms of the license specify that it cannot be sold to another party.

What acquisition structure would you recommend for this transaction? (please mention the I.R.C section)?. Diagram the structure and provide detail and description as necessary. Be concise and specific. Assume that for several extremely technical tax reasons, an I.R.C. 351 type transaction is not viable.