IRS written determination 202625007

Private letter rulings and published taxpayer determination letters. Native document type is retained separately; a determination letter is not labeled a private letter ruling. These taxpayer-specific releases cannot be used or cited as precedent under 26 USC 6110(k)(3); applicability and current legal force are not independently certified. Keep repeated UILC subjects attached to one actual numbered document.

Internal Revenue Service
Department of the Treasury
Washington, DC 20224
Number: 202625007
Release Date: 6/18/2026
Index Number: 368.06-00

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Third Party Communication: None
Date of Communication: Not Applicable
Person To Contact:
-------------------, ID No. -----------------
Telephone Number:
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Refer Reply To:
CC:CORP:B1
PLR-115124-25
Date:
March 19, 2026

Legend

Old Parent = -------------------------------------------
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Country A = -----------

Country B = ------------

Exchange Y = ------------------------------------------

Dear ---------------:

This letter responds to your letter dated July 24, 2025, requesting rulings on certain
federal income tax consequences of a Proposed Transaction (defined below). The
material information provided in that request and in subsequent correspondence is
summarized below.

The rulings contained in this letter are based on facts and representations submitted by
the taxpayer and accompanied by a penalties of perjury statement executed by an
appropriate party. This office has not verified any of the materials submitted in support
of the request for rulings. Verification of the information, representations, and other
data may be required as part of the audit process.

This letter is issued pursuant to Rev. Proc. 2025-1, 2025-1 I.R.B. 1 and Rev. Proc.
2025-3, 2025-1 I.R.B.142. This office expresses no opinion as to any issue not
specifically addressed by the rulings below.

PLR-115124-25

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Summary of Facts

Old Parent, a Country A corporation, is the foreign parent of a worldwide group of
affiliated business entities (collectively, the "Old Parent Group"). Old Parent has a single
class of voting common stock outstanding that is owned by the public (the
"Shareholders") and publicly traded, and no other classes of stock. Old Parent's stock is
listed on Exchange Y.

Subsidiaries of Old Parent, located in various countries, operate the Old Parent Group’s
business operations.

Proposed Transaction

For what Old Parent represented as valid business purposes, Old Parent intends to
redomicile in Country B through the following steps (collectively, the "Proposed
Transaction"):

1. Old Parent will form a new entity ("New Parent"), a Country B corporation (“New
Parent Formation”). Old Parent will receive one share in the capital of New
Parent (the “New Parent Initial Share”) for no consideration. Throughout the
period beginning with the formation of New Parent and ending on the date of the
Conversion (defined below), Old Parent will own 100% of the issued and
outstanding equity of New Parent, and New Parent will not hold any assets or
conduct any activities other than the sole activities necessary to preserve its
existence under Country B law.

2. Old Parent will enter into a “scheme of arrangement” under the laws of Country A
(the “Scheme”). Pursuant to the Scheme:

a. Old Parent will cancel and extinguish all of its outstanding shares by way of a
reduction of capital (the “Share Cancellation”).

b. Simultaneously with the Share Cancellation, (i) Old Parent will transfer the
New Parent Initial Share to New Parent in exchange for no consideration and
New Parent will immediately cancel the New Parent Initial Share, and (ii) New
Parent will issue new shares to the Shareholders, with each Shareholder
receiving shares in New Parent on a one-for-one basis with respect to the shares
in Old Parent of such Shareholder that were cancelled in the Share Cancellation
(the “New Parent Share Issuance”). The New Parent Share Issuance will occur
as consideration for the Share Cancellation and the issuance of Old Parent
shares to New Parent in (d) below.

c. Following the Share Cancellation, and on the same day as the Share
Cancellation, Old Parent will re-register as a private limited company under the
laws of Country A (an eligible entity for purposes of Treas. Reg. § 301.7701-3)

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(the “Conversion”) in order to align its administration with its new status as an
intermediate holding company within the restructured Old Parent Group.

d. Immediately following the Conversion, and subject to the cancellation of the
New Parent Initial Share and the New Parent Share Issuance, (i) the share
capital of Old Parent will be increased to its former amount by the creation of a
number of new shares that will have an aggregate nominal value equal to the
aggregate nominal value of shares cancelled in the Share Cancellation, and (ii)
Old Parent will issue these new shares to New Parent.

3. Effective on the same day as the Share Cancellation and New Parent Share
Issuance, New Parent’s shares will be listed on and begin trading on Exchange
Y.

4. Effective on the day after the Conversion, Old Parent will elect to be classified as
disregarded from its owner for federal income tax purposes.

Representations

Old Parent makes the following representations in connection with the Proposed
Transaction:

1. The Proposed Transaction will be undertaken pursuant to a plan of
reorganization, as described in §§ 1.368-1(c) and 1.368-2(g), that was adopted
by Old Parent and each of its affiliates as necessary, before the Proposed
Transaction.

2. As a result of the Proposed Transaction, the Shareholders of Old Parent will own
all of the outstanding New Parent stock and will own such stock solely by reason
of their ownership of Old Parent's stock immediately prior to the Proposed
Transaction, disregarding (a) a de minimis amount of stock issued by New
Parent to facilitate its organization or maintain its legal existence and (b) any
public trading by Shareholders during the Proposed Transaction.

3. The Shareholders of Old Parent, determined immediately prior to the Proposed
Transaction, will own all of the outstanding stock of New Parent immediately after
the Proposed Transaction in identical proportions by value, disregarding(a) a de
minimis amount of stock issued by New Parent to facilitate its organization or
maintain its legal existence and (b) any public trading by Shareholders during the
Proposed Transaction.

4. Any disposition of the stock of Old Parent or New Parent as a result of public
trading during the Proposed Transaction is not included by Old Parent in its plan
of reorganization.

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5. There is no plan or intention for New Parent to issue additional shares of its stock
in the Proposed Transaction.

6. Immediately before the Proposed Transaction, New Parent has no business
history, tax attributes (including those specified in section 381(c)), or assets other
than a de minimis amount of assets to facilitate its organization or maintain its
legal existence and tax attributes related to holding those assets.

7. Immediately after the Proposed Transaction, no corporation other than New
Parent will hold property that was held by Old Parent immediately before the
Proposed Transaction, if such other corporation will, as a result, succeed to and
take into account the items of Old Parent described in section 381(c).

8. Immediately after the Proposed Transaction, New Parent will not hold property
acquired from a corporation other than Old Parent if New Parent would, as a
result, succeed to and take into account the items of such other corporation
described in section 381(c).

9. Old Parent will completely liquidate (or be deemed to liquidate) in the Proposed
Transaction for federal income tax purposes.

10. The liabilities of Old Parent that will be assumed by New Parent, within the
meaning of section 357(d), were incurred by Old Parent in the ordinary course of
business and are associated with the assets transferred.

11. New Parent, Old Parent and the Shareholders will pay their respective expenses,
if any, incurred in connection with the Proposed Transaction.

12. The Proposed Transaction is motivated, in whole or substantial part, by one or
more bona fide non-federal income tax purposes as described in Old Parent's
request for a ruling.

13. At the time of the Proposed Transaction, no party to the Proposed Transaction is
under the jurisdiction of a court in a Title 11 or similar case within the meaning of
section 368(a)(3)(A).

14. All other transactions undertaken contemporaneously with, in anticipation of, in
conjunction with, or in any way related to the Proposed Transaction for which the
letter ruling is requested have been fully disclosed.

15. All exchanges effectuating the Proposed Transaction will be on a value-for-value
basis under arm's-length terms.

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16. Immediately before the Proposed Transaction, no party to the Proposed
Transaction is an investment company within the meaning of section
368(a)(2)(F).

17. No party to the Proposed Transaction is an organization exempt from federal
income tax within the meaning of section 501.

18. No party to the Proposed Transaction will be a "personal service corporation"
within the meaning of section 269A.

19. None of the Proposed Transaction will be undertaken contemporaneously with, in
anticipation of, in conjunction with, or in any way related to a transaction
designated as a “listed transaction” for purposes of §§1.6011-4(b)(2) and
301.6111-2.

20. No party to the Proposed Transaction will be a U.S. real property holding
corporation (as defined in section 897(c)(2)) at any time during the five-year
period preceding the Proposed Transaction, and no party to the Proposed
Transaction will be a U.S. real property holding corporation immediately after the
Proposed Transaction. Moreover, the parties to the Proposed Transaction do not
hold any U.S. real property interests within the meaning of section 897.

Rulings

Based on the facts and representations received and subject to the caveats below, we
rule as follows with respect to the Proposed Transaction:

1. The Proposed Transaction will be integrated and characterized for federal
income tax purposes as (i) the transfer by Old Parent of all of its assets, subject
to liabilities, to New Parent in exchange for stock of New Parent, followed by (ii)
the distribution by Old Parent of the New Parent stock to the Shareholders in
liquidation.

2. The Proposed Transaction will qualify for nonrecognition as a reorganization
under § 368(a)(1)(F). See Notice 2025-45.

3. Old Parent and New Parent each will be a "party to a reorganization" within the
meaning of § 368(b).

4. No gain or loss will be recognized by Old Parent upon the deemed transfer of its
assets to New Parent in exchange for New Parent stock and the assumption of
Old Parent's liabilities (§§ 361(a) and 357(a) and (d)).

5. No gain or loss will be recognized by New Parent upon the deemed receipt of
Old Parent's assets in exchange for New Parent stock. (§ 1032(a)).

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6. The basis of each asset deemed received by New Parent from Old Parent will
equal the basis of that asset in the hands of Old Parent immediately before the
Proposed Transaction (§ 362(b)).

7. The holding period of each asset deemed received by New Parent from Old
Parent will include the period during which Old Parent held that asset (§
1223(2)).

8. No gain or loss will be recognized by Old Parent upon its deemed distribution of
the stock of New Parent to the Shareholders (§ 361(c)).

9. No gain or loss will be recognized by the Shareholders upon their receipt of the
stock of New Parent in exchange for the stock of Old Parent (§ 354(a)).

10. The aggregate basis of the shares of New Parent stock received by the
Shareholders will be the same as the aggregate basis of the shares of Old
Parent stock for which they will be exchanged (§ 358(a)).

11. The holding period of the New Parent stock received by each Shareholder in the
Proposed Transaction will include the holding period of the Old Parent stock
surrendered in exchange therefor, to the extent that such property was a capital
asset in the hands of the Shareholders (§ 1223(1)).

12. New Parent will succeed to and take into account the tax attributes of Old Parent
described in § 381(c) (§ 381(a) and § 1.381(a)-1).

Caveats

Except as expressly provided herein, we express no opinion concerning the tax
consequences of any aspect of any matter or item discussed or referenced in this letter.
Moreover, no opinion is expressed about the tax treatment of the transactions or of any
other matter under other provisions of the Code or regulations or about the tax
treatment of any conditions existing at the time of, effects resulting from, the Proposed
Transaction not specifically covered in the above rulings.

Procedural Statements

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) of the Code
provides that it may not be used or cited as precedent.

A copy of this letter must be attached to any income tax return to which it is relevant.
Alternatively, taxpayers filing their returns electronically may satisfy this requirement by
attaching a statement to their returns that provides the date on and control number
(PLR-115124-25) of the letter ruling.

PLR-115124-25

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In accordance with the Power of Attorney on file with this office, a copy of this letter is
being sent to your authorized representative.

Sincerely,

___________________
Douglas C. Bates
Senior Technical Reviewer (CC:CORP:B1)
Associate Chief Counsel (Corporate)

cc: ---------------
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