Michael DeMarco
Management
So what the Bow Street proposal took into effect is either partial or total liquidation. So we already used up your shield, Tony, for 2019 when we did the transactions -- we sold a significant amount of assets in the Flex business. So we used our dividend 1031 money, kept it, bought an asset and paid down debt. That's efficient. They come and say, "Let's sell the rest," which is $2.2 million. One transaction, here's the cash. What questions we have, which are numerous, is whether or not we will still keep the Safe Harbor rules under REIT regulations because it's a fairly large transaction. We don't have any shield left in 2019. We have to go into 2020, but it's an enormous deal in 2020. So you're going to have recaptured if you're a normal shareholder or if you're starting or you grew -- a unitholder. But putting that aside, the company has taxes, right? So 101 Hudson, which we bought for $200 million from Lincoln Properties back in the day, is worth $500 million or $400 million, you wrote $200 million of cap gains, right? That money gets basically taken out, right, where you have to basically pay out a house. So when shareholder gets the -- your return, your dividend will say, "Oh you got $8." However, if you pay taxes -- if you have a pension plan, you don't. But if you have a sovereign wealth plan, you're an individual, family office, any one of the other baskets, which is anywhere from 15% to 25% of a normal pool, you'll be paying taxes. And there are some other corporate liabilities that people worried about whether or not we would actually violate the REIT rules, and so on and so forth. We laid it out. So this is just essentially -- this is like basic taking a company and saying, "Oh, let's go sell everything which no one's ever done in this space by the way," right, which has been around since the day of God, right, we've because been in business for 20-some-odd years and not have tax ramifications. That's why most of these deals, if not all of them, are structured as corporate deals, which is to your point, you bought the stock for $23, if somebody buys it for $27 and it's their responsibility for the $4. You get a benefit. And if there's taxes, they deal with it. Did I make it clear?