Sometimes a corporation goes through a merger where you receive stock in a new company plus some cash. The cash part is called "cash to boot" since you got it in addition to the new stock.
There are at least four ways that such a merger can be taxed: 1. Normal "cash to boot" rules 2. Fully taxable 3. Redemption 4. Dividend to extent of E&P
Normal Cash to Boot Rules The usual "cash to boot" rule is that you only recognize gain on cash and stock mergers to the extent of the "boot" that you received, so that you don't have to pay capital gains tax on non-cash income (one of the few times the IRS is nice to you.)
In the case of a gain, the basis of the new shares received in the corporate cash and stock merger would be the fair market value of the new shares less the amount of gain deferred for tax purposes. The total amount of the gain is calculated as the fair market value of the stock received plus the cash to boot less the adjusted cost basis of the former stock.
The portion of the capital gain to be reported on that year's tax return is the lower of the total gain or the cash to boot. The remainder of the capital gain is deferred and deducted from the fair market value of the new shares to arrive at the cost basis for the new shares.
Fully Taxable In some cases the merger is fully taxable, such as the Fording Canadian Coal Trust merger with Teck Cominco Ltd or the Wyeth merger with Pfizer. This means you must recognize both the cash and the fair market value of the stock received as sales proceeds, deduct your adjusted cost basis, and pay capital gain tax on your true economic gain.
Redemption In a few cases, such as the Schering-Plough merger with Merck, the cash portion of the merger is treated as a redemption (sale) of a portion of the original stock. However, if you owned any of the acquiror's stock (Merck) before the merger, you must meet one of the three tests set forth in Section 302 of the Internal Revenue Code to see if you can treat the cash proceeds as a redemption. These tests are totally beyond the average taxpayer, but that's why we are here. See our Section 302 Test Calculator for help with that.
Dividend to the extent of Earnings and Profits (E&P) If you fail the Section 302 tests mentioned above, the cash portion of the merger will be treated as a dividend to the extent of the original stock's accumulated earnings and profits (meaning they had retained earnings on a tax basis.) If the cash portion is more than the E&P, the excess is a "return of capital" until you have recovered all your adjusted cost basis in the original stock. If you still have cash left, the rest is a capital gain. Your cost basis in the new stock is also reduced by the amount that was a "return of capital."
Our handy calculator has some recent cash and stock merger transaction data ready for you. If you have other transactions with cash to boot that you would like to have added to our calculator function, please send us an e-mail.
Here's a detailed example of a normal cash to boot merger:
You bought 100 shares of Ocular Science (symbol OCLR) for $24.00 per share on 2/12/2002, for a total cost of $2,400.00. On 1/6/2005, Ocular Science was bought by Cooper Companies (symbol COO) for .3879 shares of COO plus $22.00 cash to boot.
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Cash to Boot Calculator
The closing market value of COO was $72.51 per share on 1/5/2005, the last trading day prior to the merger. You also received $57.28 "cash in lieu" for .79 fractional shares of Cooper Companies.
What is your cost basis for Cooper Companies?
First we calculate the total economic value (also called "consideration") received:
100 shares of OCLR receives .3879 shares of COO per share, for a total of 38.79 shares of COO. Since the last market value of COO was $72.51 per share, this represents economic value of $2,812.66 for the stock portion. You also received $22.00 cash to boot on 100 shares, for a total cash portion of $2,200.00. Therefore, the total economic value you received for both cash and stock was $5,012.66.
Your total true economic gain is $2,612.66, the total value received of $5,012.66 less the original cost of your shares of Ocular Science, $2,400.00.
However, you only received $2,200.00 of your gain in cash, so you only report capital gains on your tax return of $2,200.00 for this transaction.
What do you do with the rest of your gain, the $412.66 difference between the true economic gain of $2,612.66 and the $2,200.00 taxable capital gain? You subtract it from the market value of your new shares of Cooper Companies, for a cost basis of $2,400.00 ($2,812.66 less $412.66).
Your cost basis for 38.79 shares of Cooper Companies is $2,400.00.
However, the .79 fractional shares are not issued by Cooper Companies but are instead paid to you as $57.28 "Cash in Lieu" of fractional shares (.79 times $72.51). You account for these as follows:
.79 shares sold divided by 38.79 shares owned times total cost of $2,400.00 equals a cost of $48.88 for your .79 shares.
$57.28 cash in lieu received less $48.88 cost equals $8.40 capital gain to report on your Form 1040 Schedule D for the sale of the .79 fractional share.
Your cost basis for the 38 remaining shares of Cooper Companies is $2,351.12 ($2,400.00 less $48.88 cost of the fractional shares sold.)
Note that the IRS regulations do not specify a required method to determine the market value of the new shares received. You can use the market value of the opening, average, or closing price on the day before the merger or the day of the merger. Some taxpayers even use the "volume weighted average price."
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Information provided is intended solely for U.S. individual cash-basis taxpayers and is believed to be accurate for most cases. Always consult your personal tax advisor about your own situation. Suggestions are most welcome. Please e-mail webmaster @ costbasis.com or write to us at P O Box 11022, Chicago IL 60611 with your comments.
