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PartsPlus operates an auto parts distributorship. InvestCorp owns 80 percent of the stock of a holding company (HC). HC owns 80 percent of the stock of ten subsidiaries, Sub 1 through Sub 10. Sub 1 through Sub 10 each separately operate a full service gas station.

Pursuant to a plan of reorganization, PartsPlus merges into InvestCorp and the PartsPlus shareholders receive solely InvestCorp stock. As part of the plan of reorganization, InvestCorp transfers PartsPlus' assets to HC, which in turn transfers some of the PartsPlus assets to each of the ten subsidiaries.

No one subsidiary receives a significant portion of PartsPlus' historic business assets. Each of the subsidiaries will use the PartsPlus assets in the operation of its full service gas station. No individual subsidiary will be an auto parts distributor.