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Successful Debt Restructuring by Richard C

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Successful Debt Restructuring by Richard C THE M&A TAX REPORT Successful Debt Restructuring By Richard C. Morris • Wood & Porter • San Francisco On July 28, 2006, the IRS issued LTR 200630002 benefitting any of the holders of any series of in which it ruled that the conversion of a parent the Debt. Yet, there were no provisions in the company into a limited liability company terms of the Debt restricting Parent’s ability to would not result in a deemed exchange of the acquire and dispose of assets in the ordinary company’s debt pursuant to Code Sec. 1001 course of its business. and the regulations thereunder. In particular, the IRS ruled that the internal restructuring Internal Reshuffling did not produce a significant modification of Parent proposed to restructure as follows. the debt. Given the inversion-like nature of First, Parent would form a wholly owned the exchange, and the potentially significant holding corporation (“New Parent”). New reduction in exposure to creditors, this ruling Parent would then form a wholly owned may open a new avenue of planning. subsidiary. This new third-tier subsidiary would merge with and into Parent, with Parent Layers of Debt surviving as the wholly owned subsidiary of Parent was a publicly traded corporation, New Parent. Parent would then convert into the common parent of an affiliated group a single-member limited liability company of corporations filing a consolidated return. (“SMLLC”). The restructuring is intended to Parent and its subsidiaries engaged in qualify as an F reorganization, and it looks a several businesses both domestically and lot like an inversion. internationally. Parent had outstanding After the restructuring, New Parent would publicly traded debt consisting of seven hold all of the membership interests in SMLLC, series of senior notes and five series of a limited liability company that would be exchangeable debentures (collectively disregarded as separate from its owner. In referred to as the “Debt”). addition, immediately after the restructuring, The senior notes were typical debt, paying the assets and liabilities of SMLLC would be market interest semi-annually and maturing identical to the assets and liabilities of Parent at various times. Similarly, the exchangeable immediately prior to the restructuring, except debentures paid market interest semi- for cash issued in lieu of fractional shares annually and matured at various times. The and cash used to pay expenses incurred in debentures were generally exchangeable for connection with the restructuring. the cash value of a specified number of shares Under the applicable state law (which of portfolio stock in one or more companies. appears to be Delaware), none of the Debt The ruling does not indicate the particular holders’ rights against Parent, including with company’s stock the debenture holder would respect to payments and remedies, and none of receive. Thus, we don’t know if the stock Parent’s obligations and covenants to the Debt would be publicly traded, or even have a holders would be altered in any manner by the market for resale. restructuring. Following the restructuring, the In certain instances, Parent was able to satisfy Debt holders would continue to have exactly the exercise of a debenture holder’s exchange the same legal relationship with SMLLC they right by paying the exchange value in cash, in previously had with Parent, viz., as general shares of the referenced portfolio stock or some unsecured recourse claimants having no combination thereof. In certain circumstances, greater preference than any other creditor. Of Parent could issue its own shares. The current course, the Debt holders’ relationship would trading price of one or more series of the no longer be with the publicly-traded top tier Debt was substantially less than its respective entity of the group. adjusted issue price. The Debt was recourse to Additionally, under state law, the Parent, and none of Parent’s assets were subject restructuring would not result in the creation to any perfected or unperfected security interest of any new legal rights or obligations between 5 THE M&A TAX REPORT the Debt holders and New Parent. There are including any deletion or addition, in whole no provisions in the original terms of the Debt or in part, of a legal right or obligation of the that require the consent or approval of any issuer or a holder of a debt instrument. It does holder of any series of the Debt in order for not matter whether the alteration is evidenced Parent to effectuate the restructuring. by an express agreement (oral or written), by conduct of the parties or otherwise. That is a Exchange of Debt? fairly broad definition. Companies undergoing internal restructuring An alteration of a legal right or obligation need to be keenly aware of the debt that occurs by operation of the terms of a debt modification rules. These rules can cause instrument is generally not a modification. debt to be treated as sold or exchanged However, an alteration that results in the when restructuring, effectively creating substitution of a new obligor, the addition or a tax liability when, from the company’s deletion of a co-obligor or a change (in whole perspective, nothing has changed. Given the or in part) in the recourse nature of a debt amount of debt involved here (seven series instrument (from recourse to nonrecourse of senior debt and five series of exchangeable or vice versa) is a modification, even if the debentures), it is hardly surprising that the alteration occurs by operation of the terms of taxpayer asked for a ruling. a debt instrument. The analysis of whether an internal The regulations also provide rules for restructuring causes debt to be treated as sold determining whether a modification is or exchanged (thus creating a tax liability) significant. As a general rule, the substitution begins like all other sale or exchange analyses. of a new obligor on a recourse debt instrument M&A TAX REPORT readers know that Code Sec. is a significant modification. 1001 provides for the recognition of gain or loss on the sale or exchange of property. The State Law regulations clarify that gain or loss is realized Whether the internal restructuring creates a from the exchange of property for other significant modification (and thus a taxable property differing materially either in kind event) will depend on state law. Here, or in extent. [Reg. §1.1001-1(a).] Of course, the applicable state law provided that the this begs the question of whether the Debt conversion of a corporation into a limited (which is property) will differ materially in liability company does not affect any kind or extent if, for tax purposes, it is owned obligations or liabilities of the corporation by a new legal entity. incurred prior to its conversion to a limited Sales and exchanges of debt are hardly liability company, or the personal liability of uncommon, and the regulations provide any person incurred prior to such conversion. specific rules for determining when debt has Moreover, state law provided that for all been sold or exchanged. Indeed, the touchstone purposes, all rights of creditors and all for determining whether a debt instrument liens upon any property of the converted differs materially in kind or in extent is if it corporation shall be preserved unimpaired, has undergone a “significant modification.” and all debts, liabilities and duties of the [Reg. §1.1001-3(b).] A significant modification converted corporation shall thenceforth of a debt instrument results in a “new” debt attach to the limited liability company and instrument that is deemed to be exchanged for may be enforced against it to the same extent the unmodified debt instrument. as if the debts, liabilities and duties had been The debt rules can be broken down into incurred or contracted by it. Essentially, the two parts: rules relating to “modifications” new limited liability company steps into the and rules to determine if a modification is shoes of the converted corporation. “significant.” On the former, the regulations The federal tax law generally looks to provide rules for determining whether a state law to determine legal entitlements in change in the legal rights or obligations of property. [R. Aquilino, SCt, 60-2 USTC ¶9538, a debt instrument is a modification. [Reg. 363 US 509, 513, 80 SCt 1277 (1960); J.E. §1.1001-3(c).] A modification is any alteration, Morgan, SCt, 40-1 USTC ¶9210, 309 US 78, 82 6 THE M&A TAX REPORT (1940).] Pursuant to the particular state law Afterthoughts here, the conversion of Parent into SMLLC As the M&A TAX REPORT was going to press, will not affect the legal rights or obligations the IRS released yet another ruling along the between the Debt holders. The Debt holders lines of LTR 200630002. In LTR 200633008 [May will continue to have exactly the same 10, 2006], Oldco, an S corporation that had C legal relationship with SMLLC that they corporation earnings and profits (“E&P”), previously had with Parent, viz., as general wanted to sell its present business (“Business unsecured recourse claimants having no A”). Oldco was a holding company that greater preference than any other creditor. wholly owned two limited liability companies Additionally, the Debt holders’ legal rights (“LLCs”), which were disregarded for federal against SMLLC with respect to payments income tax purposes. Oldco also owned, and remedies will be the same legal rights directly and indirectly, interests in several that the Debt holders had against Parent. qualified subchapter S subsidiaries (“Qsubs”), The obligations and covenants from SMLLC other LLCs and a partnership interest in an to the Debt holders will be the same as the inactive partnership. obligations and covenants from Parent to the Oldco shareholders sought to dispose Debt holders.
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