Sullivan & Cromwell LLP
05/09/2024 | Press release | Distributed by Public on 05/09/2024 14:20
IRS Issues New Ruling Policy on Spin-Off Transactions
May 9, 2024
New IRS Revenue Procedure Changes Ruling Practice for Retained Stock and Securities, Tax-Free Stock-for-Debt Exchanges and Debt Securities-for-Debt Exchanges
On May 1, 2024, the IRS issued Revenue Procedure 2024-24, which establishes revised standards for taxpayers seeking private letter rulings on tax-free spin-offs focusing in particular on, among other things, issues relating to stock-for-debt exchanges and debt securities-for-debt exchanges occurring in connection with tax-free spin-offs. Such debt exchanges have been a popular feature in many spin-off transactions as a tax-efficient way for companies to de-lever by effectively reallocating parent company debt to the company being spun-off. Administrative guidance on such exchanges has evolved over the years, and the new Revenue Procedure signals a significant departure from recent ruling practices.