T owes $200 (in the form of 20 year bonds held by L with an adjusted basis $190) and has E&P of $200. Assume that each T share is worth $10 and that property exchanged therefor is worth $10. Unless otherwise indicated, (1) each transaction has proper business purpose, (2) there is a continuity of T’s “business enterprise,” (3) the transaction is pursuant to a “plan of reorganization,” and (4) the face amount of debt is its FMV. P is publicly held corporation whose stock is traded on the NYSE. What are the tax consequences to A, B, C, L, T, and P from the following transactions?

On January 2 of the current year, P acquires all of C’s T stock for cash. On July 1 of the current year, P acquires all of B’s T stock solely for P voting stock. On December 1 of the current year, P acquires all of A’s T stock solely for P voting stock [Note: In reality, thes transactions occurring within 11 months would be difficult to separate under Regs. §1.368.2©.] What if, alternatively:

1. Each transaction is a separate “acquisition.”
2. Each transaction is part of a single overall “acquisition.”
3. The first transaction is separate “acquisition,” but the last two are part of a single overall “acquisition.”
4. The first two transactions are part of a single overall “acquisition” but the last is a separate acquisition