Plz help to answer the questions they are in green font
Initial Structure & Initial Merger Exelon Corporation Each share of CEG common stock was converted into .930 shares of Exelon common stock CEG Shareholders Instead of fractional shares of Exelon, CEG shareholders that don't have whole shares will receive cash in lieu thereof. Questions: (1) What is the tax treatment of the receipt of cash by the EG shareholders? (2) Does this cash count as "boot" for purposes of the boot limitation rules, assuming this is a Section 368(a)(2)(E) merger (i.e., 20% boot limitation in a reverse merger)? Merger Sub Merger Sub merged with and into CEG and Merger Sub went out of existence in the Initial Merger" CEG If the steps stopped here, what type of tax-free reorganization would this be? Would it be a reverse triangular merger under Section 368(a)(2)(E)? CEG Subsidiaries* RF Holdco *CEG Subsidiaries: (1) Constellation Energy Resources, LLC (disregarded for federal and state income tax purposes); (ii) Constellation Nuclear, LLC (classified as a C corporation for federal and state income tax purposes); (ii) RF Holdco, LLC (disregarded for federal and state income tax purposes); (iv) OMF 11520, LLC (disregarded for federal and state income tax purposes); and (v) Constellation Holdings, Inc. BG&E Distribution and Upstream Merger Exelon Corporation Following completion of the Initial Merger and in connection and concurrently with the Upstream Merger, CEG distributed its equity interest in RF Holdco to Exelon Corporation in the "Distribution" Exelon Corporation CEG CEG RF Holdco Concurrently with the Distribution, CEG merged with and into Exelon Corporation in the CEG "Upstream Merger" Subsidiaries* RF Holdco CEG Subsidiaries* BG&E BG&E Taking into account the Initial Merger, and now the Distribution and the Upstream Merger, does the answer about whether we have a reverse triangular merger under Section 368(a)(2)(E) on the prior slide change? If so, what type of tax-free reorganization under Section 368 do we have? Look for Rev Ruls and PLRs that deal with multiple steps as part of a single plan. Carefully look at the Initial Structure and Final Result diagrams to help visualize what ultimately happened. Initial Structure & Initial Merger Exelon Corporation Each share of CEG common stock was converted into .930 shares of Exelon common stock CEG Shareholders Instead of fractional shares of Exelon, CEG shareholders that don't have whole shares will receive cash in lieu thereof. Questions: (1) What is the tax treatment of the receipt of cash by the EG shareholders? (2) Does this cash count as "boot" for purposes of the boot limitation rules, assuming this is a Section 368(a)(2)(E) merger (i.e., 20% boot limitation in a reverse merger)? Merger Sub Merger Sub merged with and into CEG and Merger Sub went out of existence in the Initial Merger" CEG If the steps stopped here, what type of tax-free reorganization would this be? Would it be a reverse triangular merger under Section 368(a)(2)(E)? CEG Subsidiaries* RF Holdco *CEG Subsidiaries: (1) Constellation Energy Resources, LLC (disregarded for federal and state income tax purposes); (ii) Constellation Nuclear, LLC (classified as a C corporation for federal and state income tax purposes); (ii) RF Holdco, LLC (disregarded for federal and state income tax purposes); (iv) OMF 11520, LLC (disregarded for federal and state income tax purposes); and (v) Constellation Holdings, Inc. BG&E Distribution and Upstream Merger Exelon Corporation Following completion of the Initial Merger and in connection and concurrently with the Upstream Merger, CEG distributed its equity interest in RF Holdco to Exelon Corporation in the "Distribution" Exelon Corporation CEG CEG RF Holdco Concurrently with the Distribution, CEG merged with and into Exelon Corporation in the CEG "Upstream Merger" Subsidiaries* RF Holdco CEG Subsidiaries* BG&E BG&E Taking into account the Initial Merger, and now the Distribution and the Upstream Merger, does the answer about whether we have a reverse triangular merger under Section 368(a)(2)(E) on the prior slide change? If so, what type of tax-free reorganization under Section 368 do we have? Look for Rev Ruls and PLRs that deal with multiple steps as part of a single plan. Carefully look at the Initial Structure and Final Result diagrams to help visualize what ultimately happened
