Cash liquidating distribution
Consequently, the Applicant and Co-Applicant proposed that the two companies amalgamate and consolidate their operations.The Applicant and Co-Applicant proposed that the following steps would be undertaken to achieve the abovementioned result: Step 1Sub Co would distribute all its assets to the Applicant in terms of a ‘liquidation distribution’, following which, its corporate existence will be voluntarily terminated within 36 months of such distribution.The Liquidating Trust does not directly own any stock of any foreign corporation.The Liquidating Trust files income tax returns in those states in which it determines it has a filing obligation.A further South African resident company (Sub Co) is the wholly-owned subsidiary of the Applicant.There no longer exists any commercial rationale for the operation of the separate companies.By way of background, s47(1)(a) of the Act defines a ‘liquidation distribution’ as any transaction in terms of which a liquidating company, which is a resident (as defined), distributes all of its assets to its shareholders in anticipation of or in the course of the liquidation, winding-up or deregistration of the liquidating company, to another company which forms part of the same group of companies on the date of that disposal; whereas, the definition of ‘amalgamation transaction’ in s44(1)(a) envisages an amalgamation transaction in terms of which a South Africa resident company disposes of its assets to another resident company by means of an amalgamation, conversion or merger and as a result of which the amalgamated company’s existence will be terminated.
used or disposed of in furtherance of any trade or business.” Consistent with these provisions, and in light of the nature of the Liquidating Trust’s assets, the Liquidating Trust does not believe that to date it has recognized any income that would constitute trade or business income (or unrelated business taxable income or income that is effectively connected to the conduct of a trade or business in the United States, though such characterizations may depend in part on each Unitholder’s unique tax position) , and it does not anticipate that it will do so in the future.David was formerly the Executive Managing Director of Goldin Associates, a leading US restructuring advisory firm. He was promoted to chief operating officer in 2007. Molinaro was a member of the Bear Stearns’ Management and Compensation Committee from 1998 through 2008. from the Syracuse University College of Law where he is a member of the Board of Advisors and its Executive Committee. The Trust maintains a website at where Unitholders may obtain information concerning the Trust. The Trust continues to pursue strategies to maximize the recoveries of the Mortgage Asset portfolio for the benefit of the Unitholders.He was CRO of Refco, a diversified financial services company that was one of the largest-ever US bankruptcies, and has acted as CRO, CEO, turnaround manager or financial advisor for companies in diverse industries, including apparel and textile, energy and natural resources, financial services, food and consumer products, information technology, manufacturing, media and telecommunications, professional services, real estate, retail and wholesale distribution. David is a director of Terra Form Power and reorganized Lehman Brothers. is a Group Managing Director and heads the UBS Non-Core and Legacy division. He was promoted to chief financial officer in 1996 and held that title through 2008. Molinaro has also served as a director of the Securities Industry and Financial Markets Association (SIFMA). Sonkin has lectured and served on panels covering topics such as distressed debt trading, utility restructurings and life insurance company reorganizations. Sonkin is a cum laude graduate of the Temple University College of Liberal Arts where he earned a bachelor’s degree in political science and currently serves as a member of the Board of Visitors. Res Cap Liquidating Trust’s mission is to maximize returns to Unitholders by vigorously pursuing and resolving the mortgage correspondent litigation and monetizing the Trust’s remaining assets in a timely and efficient manner. Section 2.5(b) of the Liquidating Trust Agreement provides that if assets cannot be transferred to the Liquidating Trust by a Debtor entity, or it is impracticable or inadvisable to do so, the Debtor entity will continue to retain those assets until it is notified that the Liquidating Trust may receive the assets.Prior thereto, he spent 22 years at Bear Stearns, where he was executive vice president, chief operating officer and chief financial officer of The Bear Stearns Companies Inc. Additional assets were transferred to the Trust as circumstances warranted.CAP RE of Vermont, LLC (“Cap Re” ) is a capt ive insurance company incorporated and licensed under the laws of the State of Vermont.