Question $1(50$ points$)$:

Union Street Entertainment $($Union Street$)$ is an SEC registrant that operates $16$ network$-$

affiliated media companies in the United States. Union Street$$s common stock is listed on the

New York Stock Exchange, and the company had assets of $$650$ million as of December $31,$

$20$X$0.$ In addition, Union Street had revenue of $$400$ million and net income of $$125$ million for

the year ended December $31,20$X$0.$

Tolerable Media Inc. $($Tolerable$)$ is a private entity that operates $10$ network$-$affiliated media

companies in the United States. Tolerable had assets of $$750$ million as of December $31,20$X$0,$

and revenue of $$300$ million and net income of $$145$ million for the year ended December $31,$

$20$X$0.$

On June $5,20$X$1,$ Union Street and Tolerable entered into an agreement and plan of merger $($the

$$Merger Agreement$),$ providing for an all$-$stock business combination transaction between

Union Street and Tolerable. At the close of the transaction in November $20$X$1($the $$Closing

Date$),$ Union Street will acquire all of the outstanding equity securities of Tolerable and as a

result, Tolerable will become a wholly owned subsidiary of Union Street.

As part of the merger, Union Street will issue approximately $25$ million shares of Union Street$$s

common voting stock $($the $$Merger Consideration$)$ to the shareholders of Tolerable$$s issued and

outstanding common stock $($the $$Tolerable Shareholders$).$