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Case C16-6.a. Describe the formation of the partnership, including the date of formation and the purpose for the limited partnership.Fairfield Inn by Marriott Limited Partnership (the "Partnership"), a Delaware limited partnership,was formed on August 23, 1989 own and Operate 50 Fairfield Inn by Marriott properties.-b. Who was the initial general partner? What was the general partner’s initial percentage interest in the partnership? And who was the general partner as of December 31, 2003?The initial general partner was Fairfield FIBM One Corporation, which garnered a 1% general partner interest. The general partner also purchased units equal to a 10% limited partner interest at the closing of the offering.c. What was the general partner’s profit percentage? What economic reasons might the general partner have had for investing in this partnership?The general partner’s profit percentage was 1%, acquired through the investment of $0.8 million.The general partner is liable for the obligations of the partnership, while the limited partners are only liable to the extent of their capital contribution. General partners have operational control, while limited partners account for their investments via the equity method.d. What were the major elements of the Restructuring Plan approved in 2001 by the limited partners?the transfer of general partnership was from FIMB One to AP-Fairfield GP LLC, was replacing the Fairfield FMC Corporation as managers of the properties to an outside operator, Sage Hospitalities. The new franchise agreements were entered into with MII, and leases were modified to provide savings on the leases. Property improvement plans were also instituted, and completed no later than November 30, 2003. MII paid the non-subordinated ground rent on a large loan because the partnership could not.e. What were the major elements of the Plan of Liquidation that was initiated in 2003?An agreement was entered upon in which the lenders and MII agreed to forbear collection and start liquidating the partnerships assets. The partnership received specific amounts and percentages of the net proceeds from the sale of the inns. An MII affiliate, as ground lessor, waived $1.2 million in rent for up to a year, and other rent until the inn is sold or foreclosed upon, whichever comes first.During liquidation, the inns would remain under the Fairfield Inn byMarriot flag until liquidated or until foreclosed upon on April 1, 2005. f. The partnership adopted the liquidation basis of accounting beginning on September 30, 2003. Briefly describe the liquidation basis of accounting the partnership used.The partnership adjusted their assets to the net realizable value, and liabilities did to estimated settlement amounts, which included the estimated cost of actual carrying out the liquidation. Revenue and expenses were no longer collected or recorded on that date, so with only changes innet realizable value being recorded. g. Compare the partnership’s financial statements before and after the September 30, 2003 adoption of the liquidation basis of accounting.The adoption of the liquidation basis of accounting, the financial statements are standard, recording revenues, expenses, depreciation, and so on. a net loss each year of 2001, 2002, and 2003, the subsequent allocation of those losses to the general and limited partners. Following September 30, 2003, the only real financial statement is the change in net liabilities according to the liquidation basis of accounting. h. The partnership filed a form 15-12G on May 1, 2006. Obtain this filing. What is the purpose of this form that is required by the SEC?Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of

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UOPX ACC 407 - Case C16-6

Course: Acc 407-
Pages: 2
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