In connection with the winding-up of an income fund (the "Fund") after the acquisition of all its units, the Fund disposes of its assets (principally, limited partnership units) to the acquiring corporation ("Bidco") in consideration for a note of Bidco, and then distributes the note to Bidco in satisfaction of a capital distribution and capital gains distribution declared by the Fund so that the note is extinguished as a matter of law.
Ruling that there will be no forgiven amount upon such extinguishment of the note.