What are the Material United States Federal Income Tax Consequences to Citadel Stockholders and Disney Stockholders Resulting from the Spin-Off, the Merger and the Special Distribution?
Disney has received and we expect ABC Radio Holdings to receive a private letter ruling from the United States Internal Revenue Service, which we refer to as the IRS. We refer to the private letter ruling that Disney has received as the Disney IRS ruling, the letter we expect ABC Radio Holdings to receive as the ABC IRS ruling, and both letters together as the IRS rulings. The ABC IRS ruling is expected to be identical to the Disney IRS ruling in all material respects. Disney and ABC Radio Holdings have received tax opinions from Dewey Ballantine LLP, and Citadel has received a tax opinion from Kirkland & Ellis LLP, regarding certain aspects of the spin-off, the merger and the special distribution. In the Disney IRS ruling, the IRS has ruled, among other things, that stockholders of Disney generally will not recognize any gain or loss for United States federal income tax purposes upon the receipt of ABC Radio Holdings common stock in the spin-off. The IRS has also ruled, and in the opi
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