I'm thoroughly enjoying this. You guys asked for proof, we've provided it. Everything is pointing to a spinoff via 338(h)(10) election. Two transactions: Asset purchase, Share purchase. Spinoffs explained: https://www.youtube.com/watch?v=E3wp9xgNaLc 338(h)(10) explained: https://www.youtube.com/watch?v=PbDaGqCdBfc&t=228s