From: Halperin, Alan S < Sent: Wednesday, February 24, 2016 12:10 PM To: Jeffrey E. Cc: Bronstein, Richard J Subject: RE: Re: But your example is not our facts. A partnership — AMH -- borrowed money and distributed the funds, giving rise to negative capital (and no current income tax). I thought that you were suggesting that AMH, the borrower, have its debt assumed or transferred. The lender is not making any transfer, as is the case in your most recent email. Again, Rick may have a view. Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 > I www.paulweiss.com<http://www.paulweiss.com> From: Jeffrey E. [mailto:[email protected]] Sent: Wednesday, February 24, 2016 7:04 AM To: Halperin, Alan S < Subject: Re: Re: if i owe you money and now i owe joe shmoe because he bought your note. i dont see any gain rec On Wed, Feb 24, 2016 at 12:56 PM, Halperin, Alan S < wrote: I suspect that UBTI would be calculated based on some reasonable approach. Perhaps one would take a fraction of the taxable income for the year. The numerator would be the number of days held by the charity and the denominator would be 365. But we would need to investigate further. Under current TRA, Tufts gain gives rise to TRA rights only if the gain is triggered in connection with an exchange. Here, the Tufts gain would be triggered by the contribution to the DAF. Accordingly, under the current TRA, the resulting gain caused by the contribution would not give rise to any TRA payment. I don't know about the "transfer" of the loan to another company. I suspect that any such assumption by another party would give rise to gain at that time. I have copied Rick to get his reaction. Alan Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 Direct Fax) > I www.paulweiss.com<http://www.paulweiss.com> From: jeffrey E. [mailt