Repatriation of Otherwise Non-Qualifying Income Into an Affiliated Publicly Traded Partnership

摘要

A Sponsor, the Sponsor being a C-corporation, forms a general partner entity (GPE) owned and controlled by the Sponsor. The Sponsor forms a publicly traded master limited partnership (PTMLP) with the GPE as general partner. The GPE has control over the PTMLP. The PTMLP has an equity quantity of equity units. The Sponsor receives a Sponsor-share portion of the equity quantity of equity units in the PTMLP in exchange for transferring to the PTMLP the right to acquire an asset which produces “qualifying income,” as defined in 26 USC § 7704(d). The PTMLP acquires the asset at a first price and sells it to the Sponsor at a second price, higher than the first price, to produce proceeds. A valuation of the PTMLP considers the proceeds. A valuation of the Sponsor is affected by the proceeds and by the Sponsor-share of the equity quantity of equity units in the PTMLP.