EFTA00652539.pdf

From: "Fenn, Patrick" To:" .. ci > cc: "Dulman, Wendy (External)" , "1 H Subject: Leveraged Distribution Tax Date: Thu, 14 Mar 2013 00:24:35 +0000 Dear Mr. Epstein, Wendy asked that I respond to the following question: Upon Leon's death, does the leveraged distribution tax get triggered? If not-then when? The deemed distribution will arise on Leon's death. The tax may arise sooner than his death on the happening of any of the following events: (i) a sale or other disposition of the (indirect) interest in AMH in whole or in part (directly or indirectly through a sale of an interest in one of the intervening holding entities); (ii) a conversion of Leon's AMH interests into units of AGM; (iii) a change in the manner in which the liabilities of AMH are allocated for income tax purposes, for example, as a result of the AMH indebtedness being considered recourse to a partner or a person related to a partner, other than to AP Professional or Leon; and (iv) a reduction in the amount of the AMH indebtedness. The tax impact of a deemed distribution at death will depend in part on whether the interest that Leon holds indirectly in AMH is part of his estate at death and thus subject to estate tax. If it is, the date of death valuation of the indirect interest in AMH may permit a basis step up in the assets of AMH and the indirect interest in AMH that may effectively shelter the deemed distribution. If the interest is not part of his estate (and thus not subject to estate tax), the deemed distribution will give rise to a tax to the extent the amount of the deemed distribution exceeds Leon's tax basis in the AMH interest. Regards Patrick B. Fenn AKIN GUMP STRAUSS HAUER il FELD LLP One nt Park New Y NY 10036-6745 USA Direct: Fa I I I BID IRS Circular 230 Notice Requirement: This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that you cannot rely upon any tax advice contained in this communication for the purpose of avoiding United States federal tax penalties. In addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party. The information contained in this e-mail message is intended only for the personal and EFTA00652539 confidential use of the recipient(s) named above. If you have received this communication in error, please notify us immediately by e-mail, and delete the original message. EFTA00652540