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Wolters Kluwer Financial Services’ CCH Capital Changes Releases Top Ten Corporate Actions Affecting Investors This Tax Season
MINNEAPOLIS – Jan. 14, 2008 – Wolters Kluwer Financial Services today released its annual Top Ten Corporate Actions list, which includes 2007 corporate events, such as mergers, spin-offs and distributions, that may have a significant impact on shareholders during the upcoming tax season.
“Corporate actions are rarely simple events from a tax perspective,” said Denise Davidson, an attorney and managing editor of CCH Capital Changes. “Throughout the year, however, there are a select group of U.S. and international transactions that stand out from the rest due to their higher level of complexity.”
“Our goal is to highlight corporate actions that proved to be the most challenging for investors and financial professionals in 2007,” said Richard Ryndak, senior tax analyst for CCH Capital Changes. “A full understanding of these events is necessary to properly book shareholder accounts.”
The Top Ten list for 2007 consists of corporate actions affecting shareholders of the following companies:
Top U.S. Transactions
- CBOT Holdings: In a merger of two major commodity exchanges, Chicago Mercantile Exchange Holdings Inc. (renamed CME Group Inc.) acquired CBOT Holdings, Inc., the parent of the Chicago Board of Trade. After the merger closed, CME Group launched a cash purchase offer in which former CBOT shareholders were offered cash for the CME Group shares they received in the merger. The tax consequences to CBOT shareholders differed, depending upon whether they participated in the tender offer, and, if so, whether they tendered all or only a portion of their newly acquired CME common.
- Argonaut Group: The company merged into Bermuda-based PXRE Group Ltd. to form Argo Group International Holdings Ltd. in a stock-for-stock transaction designed to reduce corporate taxes. The result, however, was potential tax liability for shareholders under Internal Revenue Code Sec. 367, which caused consternation among investors.
- Hayes Lemmerz International, Inc.: Rights offerings are one way for companies to raise capital. The company commenced a $180 million rights offering to holders of its common stock, allowing those shareholders to purchase additional shares of common at a set price. An issue that frequently arises in rights offerings is the allocation of the shareholder’s basis among the old and new shares. In certain circumstances, as was the case here, shareholders who exercised their rights were required to allocate basis. This becomes particularly difficult when, as in this offering, a right is nontransferable (and therefore not publicly traded), and no market data is available for valuing the right.
- American Standard: The company separated its business by spinning off WABCO Holdings, Inc. in a tax-free transaction. Shareholders were required to allocate their basis between the American Standard common held and the WABCO common received. The company provided a basis allocation that was inconsistent with the method noted in its published tax opinion.
- Marshall & Ilsley Corp.: The company reorganised as a holding company and spun off its wholly owned subsidiary, Metavante Corp., in a complicated series of transactions that raised numerous questions in the investment community. One of those questions concerned the unusual treatment of fractions in the merger. Fractional treatment usually focuses on fractional shares of the stock received, however, the fractions of interest in this transaction were those of old Marshall & Ilsley common.
Top International Transactions
- Transocean Inc./GlobalSantaFe Corp.: The company reclassified each existing share into 0.6996 share and distributed $33.03 cash. The receipt of cash was taxable, but whether the cash should be treated as a dividend or as capital gain/loss depended on a proper application of Sec. 302, which has received much attention in the financial services community recently.
- ABN AMRO Holding N.V.: Shareholders who participated in this taxable exchange offer received shares of Royal Bank of Scotland Group PLC, which trades on London Stock Exchange, and cash denominated in euros. Computing gain/loss required converting share values and euros into U.S. dollars, as well as determining the actual date of exchange. With shares being accepted over several weeks, and considering the inevitable fluctuations in share prices and exchange rates, the amount of gain or loss could vary significantly from shareholder to shareholder.
- Anglo American PLC: American investors who held ADRs of British company Anglo American PLC received cash proceeds from the sale of shares that were distributed in a complicated series of transactions. One part of the transaction was nontaxable, requiring a basis allocation, and another part was taxable as a dividend. In order to determine how to treat the cash proceeds, U.S. ADR holders had to understand the details of the underlying British transaction.
- Tyco International Ltd.: The company spun off two subsidiaries and then consolidated its shares. The required basis allocation was tricky and the fact that the company used a calculation method other than required by its tax opinion resulted in numerous questions from investment professionals.
- Norsk Hydro ASA: Spin-offs are usually considered to be nontaxable, but that is not always the case. Here, Norsk Hydro made a stock distribution that was taxable as a dividend.
For detailed explanations of each corporate action, please contact Angela Peterson in Wolters Kluwer Financial Services’ Corporate Communications department at 612-656-7745 or angela.peterson@wolterskluwer.com.
About CCH Capital Changes
CCH Capital Changes provides a comprehensive source for current corporate action reporting. In addition to detailed tax information and analysis, it provides timely and concise summaries—updated daily—of spin-offs, mergers, exchange offers, reorganisations, bankruptcies, stock dividends, splits and other corporate actions affecting publicly traded securities of both U.S. and foreign companies. With over 100 years of data coverage, leading financial services firms rely on CCH Capital Changes for its basis adjustments and its legacy of unparalleled legal, tax and accounting analysis of corporate actions. For more information, visit www.capitalchanges.com.
About Wolters Kluwer Financial Services
Wolters Kluwer Financial Services provides best-in-class compliance, content, and technology solutions and services that help financial organisations manage risk and improve efficiency and effectiveness across their enterprise. The organisation’s prominent brands include Bankers Systems, VMP® Mortgage Solutions, PCi, GulfPak, Desert Document Services, AppOne®, GainsKeeper®, CCH® Capital Changes, NILS INsource®, AuthenticWeb™ and CCH Wall Street®.
Wolters Kluwer Financial Services’ solutions include integrated and stand-alone compliance and work flow tools, documentation, analytics, authoritative information, and professional services. Customers include banks, credit unions, mortgage lenders, and securities and insurance organisations of all sizes throughout the United States. For more information on Wolters Kluwer Financial Services, visit www.WoltersKluwerFS.com.
Wolters Kluwer is a leading global information services and publishing company. The company provides products and services for professionals in the health, tax, accounting, corporate, financial services, legal and regulatory sectors. Wolters Kluwer has annual revenues (2006) of € 3.4 billion, employs approximately 18,450 people worldwide, and maintains operations across Europe, North America, and Asia Pacific. Wolters Kluwer is headquartered in Amsterdam, the Netherlands. Its shares are quoted on the Euronext Amsterdam (WKL) and are included in the AEX and Euronext 100 indices. For more information, visit www.wolterskluwer.com.
