KeyOn Communications Holdings, Inc. (fka KEYO)

[lesnshawn]

Popt: 100% WRONG. 100% FALSE. 100% INCORRECT.

Forbes, once again, talking facts and teaching truths...

Tax-Free Reverse Triangular Merger Under Section 368(a)(2)(E)

At long last, we come to the final of our five acquisitive tax-free reorganizations. A reverse triangular merger is a hybrid of a an “A” merger and a “B” stock acquisition. In the transaction, P sets up a wholly-owned subsidiary, Newco. T then merges into Newco, with T surviving. In the transaction, the former T shareholders give up stock constituting control of T – meaning 80% of the vote and value – in exchange for P stock and, subject to limitation, cash.

A reverse triangular merger looks like this:



If you’re particularly astute, you’ll notice that the aftermath of a reverse triangular merger looks exactly like the end result of a “B” reorganization – T remains in existence as a subsidiary of P. Just like in a “B” reorganization, T will not file a final tax return unless it leaves or joins a consolidated group.

BTW, searched for the term 'tax' in that link you provided, found nothing except 'tax' relating to an advertisement. That link was only definitions.

All NantWorks has to dop is convert to a C and do an IPO.

Yes, but it will cost them tens if not into the hundreds of millions to do that for all the LLC's.

A RTM can be done w/ the parent LLC, NantWorks. PROVE to us that this can't be done. Links often help to support statements.


By definition, a RTM is done with a subsidiary of the corporation.

Exactly. The subsidiary in this case is Keyon Communications, Inc.(NV). He's had this planned for years so he would NOT have to go public via a traditional IPO and thereby retaining complete control, saving untold millions in taxes, get a monster return on the $21+MM he spent to take control of KEYO plus get to put that $30MM in NOL's KEYO has right to the bottom line of NantWorks, LLC by offsetting it's first $30MM in income.

So, it has to be a RTM chosen for "going public" to be most beneficial to Dr.SS.

lns