P is a publicly traded building products company. P has 1
million shares of voting common stock outstanding worth $1 million.
P wants to acquire T, a closely-held corporation that manufactures
nails. T has 100 shares of voting common stock outstanding held by
five shareholders, each of whom owns 20 shares.
T’s assets and liabilities are, as follows:
Asset
AB
FV
Cash
1,000
1,000
Inventory
1,000
4,000
Equipment
1,600
1,600
Goodwill
0
400
Liabilities
1,000
1,000
P acquires all the T stock in a reverse triangular merger in
which Y, a transitory subsidiary of P, merges in to T, In the
merger, two shareholders of T each receive $1,200 cash and the
other three each receive $1,200 of P preferred stock. T then
liquidates into P. What type of reorganization, if any, is involved
and why?





