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USAco, a domestic corporation, is a wholly-owned subsidiary of FORco, a foreign corporation. USAco's only assets are cash of $200,000, accounts receivable of $200,000 and its U.S. manufacturing plant worth $500,000. USAco has no liabilities. FORco sells USAco to an independent U.S. buyer.

Is FORco's sale of USAco subject to withholding under FIRPTA? describe.

Would your answer change if USAco had a liability of $300,000 in the form of a mortgage on the U.S. manufacturing plant?

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