Examples of ABC Radio Holdings in a sentence
If cash is received by an ABC Radio Holdings shareholder as a result of the sale of a fractional share of Citadel stock by the Distribution Agent (as defined in the Merger Agreement) on behalf of the shareholder, the shareholder will recognize gain or loss measured by the difference between the amount of cash received and the shareholder’s basis in the fractional share.
No gain or loss will be recognized by an ABC Radio Holdings shareholder on the exchange of ABC Radio Holdings common stock solely for Citadel common stock (including any fractional share interest to which the shareholder would be entitled).
If the fractional share interest is a capital asset in the hands of the ABC Radio Holdings shareholder, the gain or loss will be capital gain or loss, subject to the provisions and limitations of Subchapter P of Chapter 1 of the Code.
The holding period that an ABC Radio Holdings shareholder will have for Citadel common stock received in the Merger (including any fractional share interest to which the shareholder would be entitled) will include the holding period in the ABC Radio Holdings common stock exchanged therefor, provided that the ABC Radio Holdings common stock is a capital asset in the ABC Radio Holdings shareholder’s hands on the date of the exchange.
These deferred financing costs, however, will not become actually due and payable unless and until the borrowings under the ABC Radio Holdings commitment letter remain outstanding four weeks after the closing of such financing.
The IRS has also ruled, and in the opinions received from Dewey Ballantine LLP and Kirkland & Ellis LLP, counsel has concluded, among other things, that stockholders of ABC Radio Holdings will not recognize gain or loss for United States federal income tax purposes upon the conversion of shares of ABC Radio Holdings common stock into shares of Citadel common stock in the merger, except to the extent of any cash received by an ABC Radio Holdings stockholder instead of a fractional share.
As further discussed in note (8) above, we have assumed that ABC Radio Holdings will incur approximately $20.9 million in deferred financing costs associated with the financing of the ABC Radio Holdings debt.
Disney and ABC Radio Holdings have received tax opinions from Dewey Ballantine LLP, and Citadel has received a tax opinion from Kirkland & Ellis LLP, regarding certain aspects of the spin-off, the merger and the special distribution.
We refer to the private letter ruling that Disney has received as the Disney IRS ruling, the letter we expect ABC Radio Holdings to receive as the ABC IRS ruling, and both letters together as the IRS rulings.
In the Disney IRS ruling, the IRS has ruled, among other things, that stockholders of Disney generally will not recognize any gain or loss for United States federal income tax purposes upon the receipt of ABC Radio Holdings common stock in the spin-off.