CHICAGO, Jan. 17, 2012 /PRNewswire/ — On January 12, 2012, General Growth Properties, Inc. distributed (the “Distribution”) its shares in RPI to the shareholders of record as of the close of business on December 30, 2011 (each a “GGP Shareholder”). GGP Shareholders were entitled to receive approximately 0.0375 shares of RPI common stock for each GGP common share (representing a distribution ratio of 1:26.66) held as of December 30, 2011.
Tax Treatment of the Distribution. GGP intends to report the Distribution of RPI common stock as a taxable dividend for U.S. federal income tax purposes. Shareholders will be treated as receiving a taxable dividend upon the Distribution equal to the fair market value of the RPI common stock (and cash in lieu of fractional shares of such common stock) received in the Distribution and will take an adjusted basis, for federal income tax purposes, in such shares equal to the fair market value of such shares based on the market price on the date of the Distribution. The fair market value for federal income taxes of RPI common stock based on the volume weighted average price during January 12, 2012, was approximately $11.3612 per share (equivalent to $0.426 per GGP common share based on the distribution ratio of 1:26.66; Source: Bloomberg). The basis in shares held by GGP shareholders will not be altered as a result of the Distribution.
The tax law requires shareholders to retain records with respect to the Distribution, including information regarding the amount, basis and fair market value relating to the RPI common shares distributed. Shareholders may have additional reporting obligations to the Internal Revenue Service and/or other tax authorities.
CONSULT YOUR TAX ADVISOR
This notice contains a general explanation of certain U.S. federal income tax consequences of the Distribution for GGP Shareholders. The information contained in this notice represents GGP’s general understanding of the application of certain existing U.S. federal income tax laws and regulations relating to the Distribution. It does not constitute tax advice and does not purport to be complete or describe the consequences that may apply to particular categories of GGP Shareholders (including, but not limited to, individuals who received GGP common shares upon the exercise of employee options or otherwise as compensation). Shareholders are urged to consult their tax advisor regarding the particular consequences of the Distribution, including the applicability and effect of all U.S. federal, state and local and foreign tax laws.
GGP urges shareholders to read the Information Statement dated as of December 30, 2011, as filed by RPI as Exhibit 99.1 to its Current Report on Form 8-K on December 30, 2011, noting especially the discussion under the heading “Material United States Federal Income Tax Consequences—Taxation of the Distribution.”
IRS CIRCULAR 230 NOTICE: TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230, SHAREHOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY SHAREHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING BY GGP OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) SHAREHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
Given the high distribution ratio, it is likely that as is the case with Orchard Supply(OSH), many shareholders received tiny stakes, making it cumbersome for them to complete their taxes. Shareholders should be sure to be careful and consult with a professional to properly handle this distribution.
Disclosure: The author owns shares in OSH
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