August 26, 2015
Richard M. Nugent of Cadwalader, Wickersham& Taft LLP told Tax Analysts that CEOC’s planned REIT spinoff varies from the REIT spinoff undertaken by Penn National Gaming Inc. because of, among other things, the ‘‘different and more complicated’’ continuity of interest (COI) requirements imposed by section 368(a)(1)(G) on distributions to creditors who may be treated as the equity owners of a bankrupt company for COI purposes. The bankruptcy overlay applies ‘‘on top of the scrutiny already imposed on spinoffs as evidenced by the inclusion of a section 355 project in the recent guidance plan.’’Because CEOC is in bankruptcy, ‘‘satisfying the tax-free spinoff rules can be more complex,’’ Nugent said. ‘‘In addition to the modified COI rules, for example, some creditors generally must exchange ’securities’ for their SpinCo stock.’’
— Richard Nugent comments in Tax Analysts Daily Tax Highlights & Documents on how CEOC’s planned REIT spinoff varies from the REIT spinoff undertaken by Penn National Gaming Inc.