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Information Return for Acquisition of Control
Form 8806 OMB No. 1545-0123
(Rev. October 2016) or Substantial Change in Capital Structure
Department of the Treasury
Internal Revenue Service ▶ Information about Form 8806 and its instructions is at www.irs.gov/form8806.
Part I Reporting Corporation (see instructions)
1a Name of reporting corporation b Address of reporting corporation

c EIN of reporting corporation

2a Name of reporting corporation’s common parent, if any b Address of reporting corporation’s common parent

c EIN of reporting corporation’s common parent

Part II Acquiring Corporation (see instructions)
3a Name of acquiring corporation b Address of acquiring corporation

c EIN of acquiring corporation

d Was the acquiring corporation newly formed prior to its involvement in the transaction? . . . . . . . . . . Yes No
4a Name of acquiring corporation’s common parent, if any b Address of acquiring corporation’s common parent

c EIN of acquiring corporation’s common parent

Part III Information About Acquisition of Control or Substantial Change in Capital Structure
5a Date of transaction(s) that resulted in the acquisition of control or substantial change in capital structure

b Description of the transaction(s) ▶
6a Did the reporting corporation’s shareholders receive any stock or other property in exchange for their stock in the
reporting corporation, for which the reporting corporation has reasonably determined that the shareholders are required to
recognize gain (if any) from the exchange of such stock? If “Yes,” go to lines 6b and 6c . . . . . . . . . . Yes No
b Fair market value of the stock or other property received . . . . . . . . . . . . . . . . 6b
c Description of the stock or other property received ▶
Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and
Sign belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
▲ ▲
Here
Signature of officer Date
Print/Type preparer’s name Preparer’s signature Date PTIN
Paid Check if
self-employed
Preparer
Use Only Firm’s name ▶ Firm’s EIN ▶
Firm's address ▶ Phone no.
Part IV Consent Election
7 Does the reporting corporation consent to the publication of its name and address, date of transaction(s), description of
shares affected by the transaction(s) and the amount of cash and fair market value of any property provided to each class
of shareholders in exchange for a share, on an IRS website and/or in an IRS publication, as described in Regulations
section 1.6043-4(a)(2), to assist brokers to satisfy their reporting obligations under Regulations section 1.6043-4(b)? . . Yes No
Under penalties of perjury, I declare that I am an officer of the above named corporation and that I am authorized to give consent on behalf of the above named corporation
for the IRS to publish the information necessary to enable brokers to satisfy their reporting obligations under Regulations section 1.6043-4(b).
▲
Sign
Here Signature of officer Date Title
For Paperwork Reduction Act Notice, see the instructions. Cat. No. 10085T Form 8806 (Rev. 10-2016)

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Form 8806 (Rev. 10-2016)                                                                                                           Page 2 

Future Developments                            the corporation pursuant to the change         Corporations Not Required  
                                               in capital structure, as of the date or  
For the latest information about               dates on which the cash or other               To File 
developments related to Form 8806 and          property is provided, is $100 million or       Do not file Form 8806: 
its instructions, such as legislation          more. Generally, a corporation has a           • For transactions that were properly  
enacted after they were published, go to       change in capital structure if:                reported under section 6043(a); or 
www.irs.gov/form8806.
                                               1. The corporation in a transaction or         • If the reporting corporation reasonably  
                                               series of transactions: 
General Instructions                                                                          determines that all of its shareholders  
                                               • Merges, consolidates, or otherwise           who receive cash, stock, or other  
Section references are to the Internal         combines with another corporation or           property related to the acquisition of  
Revenue Code unless otherwise noted.           transfers all or substantially all of its      control or substantial change in capital  
                                               assets to one or more corporations;            structure are exempt recipients under  
Purpose of Form                                                                               Regulations section 1.6043-4(b)(5). 
                                               • Transfers all or part of its assets to  
A reporting corporation must file Form         another corporation in a Title 11 or  
8806 to report an acquisition of control       similar case and, in pursuance of the          When To File 
or a substantial change in the capital         plan, distributes stock or securities of       File Form 8806, within 45 days after the  
structure of a domestic corporation. The       that corporation; or                           transaction, or if earlier by January 5th  
reporting corporation or any shareholder                                                      of the year following the calendar year in  
is required to recognize gain (if any)         • Changes its identity, form, or place of  
under section 367(a) and the related           organization; and                              which the acquisition of control or  
                                                                                              substantial change in capital structure  
regulations as a result of the transaction.    2. The corporation or any shareholder          occurred. 
                                               is required to recognize gain (if any)  
Definitions                                    under section 367(a) and the related           Where To File 
                                               regulations, as a result of the transaction.
Acquisition of Control of a                                                                   Mail Form 8806 to: 
Corporation                                    Receipt of property. A shareholder is  
                                               treated as receiving property (or as           Internal Revenue Service                  
Generally, an acquisition of control of a      having property provided to it) related to     Large Business and International Division 
corporation (first corporation) occurs if,     an acquisition of control or a substantial     Attention: PFTS                                  
in a transaction or series of related          change in capital structure if a liability of  1111 Constitution Ave., NW   
transactions:                                  the shareholder is assumed in the              Washington, DC 20224 
• Before an acquisition of stock of the        transaction and, as a result of the            Penalties for Failure To File 
first corporation (directly or indirectly) by  transaction, an amount is realized by the  
the second corporation, the second             shareholder from the sale or exchange                    Form 8806 and all Forms  
corporation does not have control of the       of stock.                                                1099-CAP, Changes in 
first corporation;                                                                            ▲!        Corporate Control and 
                                               Reporting Corporation                          CAUTION   Capital Structure, required to 
• After the acquisition, the second                                                           be filed under Regulations sections  
corporation has control of the first           A reporting corporation is a corporation  
corporation;                                   whose stock was acquired in an                 1.6043-4(a) and (b) will be considered as  
                                               acquisition of control or that had a           one return for purposes of the failure to  
• The fair market value of the stock           substantial change in its capital              file penalty under section 6652(l). 
acquired in the transaction and in any         structure.                                     If a correct Form 8806 is not filed by  
related transactions as of the date or                                                        the due date of the corporation’s income 
dates on which such stock was acquired         Acquiring Corporation 
                                                                                              tax return, including extensions, it may  
is $100 million or more;                       The acquiring corporation is any               be penalized $500 for each day the  
• The shareholders of the first                corporation that acquired control of the       return is late, up to a maximum of  
corporation receive stock or other             reporting corporation or received assets       $100,000. The penalty will not be  
property pursuant to the acquisition; and      from the reporting corporation pursuant        imposed if the corporation can show  
• The first corporation or any                 to a substantial change in capital             that the failure to file on time was due to  
shareholder of the first corporation is        structure of the reporting corporation.        reasonable cause. See the corporation’s 
required to recognize gain (if any) under                                                     income tax return for information on 
section 367(a) and the related                 Who Must File                                  reasonable cause. 
regulations, as a  result of the               A reporting corporation is required to file    Additional penalties may apply under 
transaction.                                   Form 8806 if the reporting corporation or      sections 7203, 7206, and 7207. 
Control. Control means the ownership           any shareholder is required to recognize  
of stock possessing at least 50% of the        gain (if any) as a result of the application   Note: Failure to file also includes the  
total combined voting power of all             of section 367(a) to the transaction.          requirement to file on magnetic media 
                                                                                              (such as electronic filing) as required by 
classes of stock entitled to vote or at        If the reporting corporation transfers         section 6011(e) and Regulations section 
least 50% of the total value of shares of      all or substantially all of its assets to an   301.6011-2. 
all classes of stock.                          acquiring corporation in a transaction  
                                               that constitutes a substantial change in       Information Returns  
Substantial Change in Capital                  the capital structure of the reporting  
Structure of a Corporation                     corporation and the reporting                  Regarding Shareholders 
A corporation has a substantial change         corporation does not file Form 8806,           A corporation required to file Form 8806  
in capital structure if it has a change in     then the acquiring corporation must file       also must file Form 1099-CAP for certain 
capital structure and the amount of any        Form 8806. If neither corporation files        shareholders of record who receive cash 
cash and the fair market value of any          Form 8806, both corporations are jointly       or other property (including stock) in  
other property (including the value of any     and severally liable for any applicable        exchange for their stock in the reporting  
stock) provided to the shareholders of         penalties. See Penalties for Failure To        corporation due to the acquisition of  
                                               File below.                                    control or the substantial change in  
                                                                                              capital structure. See Form 1099-CAP  
                                                                                              for more information.

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Form 8806 (Rev.10-2016) Page 3
Specific Instructions Corporations that elect to consent to The time needed to complete and file
the publication aren’t required to file this form will vary depending on
Employer identification number (EIN). Form 1099-CAP with respect to individual circumstances. The estimated
An EIN must be included for each shareholders that are clearing burden for business taxpayers filing this
corporation identified. An EIN is not organizations, or to furnish Form form is approved under OMB control
required if the corporation does not 1099-CAP to such organizations. See number 1545-0123 and is included in the
have, and is not otherwise required to Regulations section 1.6043-4(b)(1) and estimates shown in the instructions for
have, an EIN. (4). their business income tax return.
Common parent of the reporting If you have comments concerning the
corporation. If the reporting corporation Paperwork Reduction Act Notice. We accuracy of these time estimates or
was a subsidiary member of a ask for the information on this form to suggestions for making this form
consolidated group immediately prior to carry out the Internal Revenue laws of simpler, we would be happy to hear
the reportable transaction, complete the United States. You are required to from you. You can send us comments
lines 2a and 2b. give us the information. We need it to from www.irs.gov/formspubs/. Click on
Common parent of the acquiring ensure that you are complying with “More Information” and then on “Give us
corporation. If the acquiring corporation these laws and to allow us to figure and feedback.” Or you can write to the
was a subsidiary member of a collect the right amount of tax. Internal Revenue Service, Tax Forms and
consolidated group at the time of the You are not required to provide the Publications, 1111 Constitution Ave.
change in control or substantial change information requested on a form that is NW, IR-6526, Washington, DC 20224.
in capital structure, complete lines 4a subject to the Paperwork Reduction Act Do not send the tax form to this address.
and 4b. unless the form displays a valid OMB Instead, see Where To File, earlier.
control number. Books or records
Part IV–Consent Election relating to a form or its instructions must
A reporting corporation may elect to be retained as long as their contents
consent to the IRS publication (on the may become material in the
IRS website and/or an IRS publication) administration of any Internal Revenue
of information included on this form, to law. Generally, tax returns and return
be limited to the name and address of information are confidential, as required
the corporation, the date of the by section 6103.
transaction, a description of the shares
affected by the transaction, and the
amount of cash and the fair market
value of any property provided to
shareholders in exchange for a share.
See Regulations section 1.6043-4(a)(2).

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