Debt Exchanges in Spin-Off Transactions: New IRS Revenue Procedure Defines Ruling Practice for Tax-Free Stock-for-Debt and Securities-for-Debt Exchanges in Spin-Offs

Sullivan & Cromwell LLP - October 4, 2018

On October 3, 2018, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2018-53 (the “New Revenue Procedure”), which establishes revised standards for taxpayers seeking private letter rulings on stock-for-debt and securities-for-debt exchanges in connection with tax-free spin-offs. The New Revenue Procedure provides the first substantive public guidance on such exchanges since the removal in 2017 of a 2013 “no-rule” policy under which the IRS would not rule on the tax-free nature of such exchanges unless the debt satisfied was “old and cold.” The New Revenue Procedure effectively sets forth the IRS’s ruling requirements for “standard” stock-for-debt and securities-for-debt exchanges, returning in many ways to pre-2013 practice that is generally favorable to taxpayers. However, the New Revenue Procedure also appears to set limits on so-called “slow motion” exchanges.