to encourage consensual workouts and the obvious desirability of minimizing bankruptcy filings, we conclude that for purposes of section 502(b)(2), no new OID is created in a face value debt-for-debt exchange in the context of a consensual workout. Thus, OID on the new debt consists only of the discount carried over from the old debt, that is, the unamortized OID remaining on the old debt at the time of the exchange. The cases upon which the bankruptcy court relied in reaching a contrary conclusion are distinguishable. The court found support for its conclusion by looking to tax cases, because under the Internal Revenue Code, for purposes of determining taxable income, an exchange offer generates new OID. See, e.g., Cities Service Co. v. United States, 522 F.2d 1281, 1288 (2d Cir.1974) (<HOLDING>), cert. denied, 423 U.S. 827, 96 S.Ct. 43, 46
holding that transfer of property to llc involved no consideration for state conveyance tax purposes because it was a unilateral act and not the result of a bargainedfor exchange holding that because the amount of the debtors obligation to the government exceeded the amount of their income tax refund the refund did not become property of the estate and could not be exempted holding that the arbitrator exceeded his authority by addressing a question that was not submitted to arbitration and actually emerged six weeks after the original issue arose recognizing a claim that the sentence exceeded the statutory maximum holding in tax context that oid arose on exchange because the face amount of the issue exceeded the consideration