This merger is a cash-plus-stock reorganization. All the information below is from the information available from the Form S-4/A filed with the SEC except the price per share of SFNC on the merger date. This was found on BigCharts, an historical price web site. Be aware that this document explicitly states that all tax consequences are not knowable for all shareholders. Depending on certain circumstances, the cash received may be treated as a dividend. This treatment is unusual for small retail holders of the involved companies.
First, if you have made any entries for this transaction in the Club Accounting software, you should delete them. These instructions start with details for users of Club Accounting 3, the desktop version of the software. Myiclub users can use the Merger with Cash transaction. Instructions for Myiclub users are included after the instructions for Club Accounting 3 users.
Note: The price of SFNC used to calculate the total value of the merger consideration was the opening price on 10/19/17. This price was chosen to decrease any gain from this transaction. Many brokers will use the average of the opening and closing price. If you wish to enter this transaction so that it is more likely to match broker results, use a price of 59.45. This gives a total value of 28.3133 for each share of OKSB. Substitute 28.3133 for 28.2743 in calculating gain per block.
Instructions for Club Accounting 3 Users.
To record this merger will require multiple entries in the accounting software. The basic outline of these entries is given below:
Calculate the capital gains, both long-term (LTCG) and short-term (STCG) on a block by block basis. Adjust for the structure of the merger (Gain can be no greater than cash received and losses may not be recognized.)
Enter capital gain distributions for the LTCG and STCG.
Enter a smaller Return of capital for the remainder of the cash received, if any.
Enter the actual merger transaction
The capital gain realized is limited to the actual cash received so some clubs may need to adjust the capital gain amounts before entering the capital gain distributions. Instructions for doing this are included. The total merger consideration is $28.2743 per St. Jude share. Your capital gain will be based on this total consideration with a limit that the total capital gain cannot exceed the total cash received, excluding cash-in-lieu of fractional shares.
The total merger consideration is $28.2743 per SW Bank Corp share. This is $5.11 in cash and $23.1643 of value in Simmons shares. Calculate the total value received for your SW Bank Corp shares by multiplying 28.2743 by the total shares of SW Bank Corp owned. This must be done on a block by block basis.
Total Proceeds = [28.2743 x (# of SW Bank Corp shares owned in each block)]. (Do this calculation for each block of shares.)
Write down the total proceeds amount on paper or spreadsheet for each block of St. Jude shares owned. From the total proceeds subtract the cost basis of that particular block. This will give you the gain for each block of SW Bank Corp shares using the total proceeds. Ignore any blocks with a loss. The cost basis can be found by starting a partial sale of SW Bank Corp. A block selection screen will appear with the date purchased, number of shares and current cost basis for each block. Copy this information then cancel the sale.
Next calculate the cash received for each block, for those blocks with a capital gain. The equation for this is [5.11 x (# of Simmons First National shares owned in each block)]. For each block compare the cash received for that block with the capital gain calculated previously for that block. The smaller of the numbers is your gain from that block. Remember to ignore any blocks with a calculated loss using the total proceeds equation. Once you have the adjusted capital gain for each block with a gain, which is the smaller of a) the cash received or b) the total proceeds gain, add all the gains from each block with a gain. This will be your total capital gain for this merger. Remember to differentiate between short term and long-term gains. (Check the purchase date of each block and compare it to the merger completion date of 10/19/17.)
You should now have a figure for long-term and short-term capital gains recognized from this merger. If this amount is less than the total cash received, not including cash-in-lieu for fractional shares, then subtract the sum of your capital gains from the total cash received. This will be [5.11x (total # of SW Bank Corp. shares owned)] – (sum of capital gains). This amount will be entered as a return of capital.
All of the following entries use the cash dividend screen, in CA3 this is Transactions > Cash Dividend or Distribution.
Date these transactions 10/18/17
The security should be SW Bank Corp. (OKSB)
Change the “type” field to Long-term capital gain.
Amount should be your LTCG as calculated above.
Next repeat the process for your short-term capital gain.
Change the “type” field to Short-term capital gain.
Amount should be your STCG as calculated above.
Finally, enter a return of capital entry, if needed.
Change the “type” field to Return of capital.
Amount should be: (Total Cash received) – (LTCG + STCG)
If your LTCG + STCG = Total Cash Received, no return of capital entry is needed.
Continue to step 3, The Merger.
Go to Transactions > Merger. If you are unfamiliar with merger transactions you can get help at this URL: https://www.iclub.com/support/kb/default.asp?page=normal_merger
Here is the information you need to complete the merger.
Old Security or Merging Company: SW Bank Corp. (OKSB)
Price per share of old Security / SW Bank Corp.: 28.35 (Last trade price)
Cash received: See your broker statement for cash-in-lieu
New Security: Simmons First National (SFNC)
Shares received: .3903 x (# of original STJ shares owned)
(Remember to include fractional shares.)
Save the transaction and this is finally done
A worksheet is provided below to record the items that need to be calculated.
28.2743 x (# of SW Bank Corp. shares in block) = ____________________________
[5.11 x (# of SW Bank Corp. shares in block)] = ________________
Use this if (LTCG + STCG) is less than Total Cash received.
Instructions for Myiclub Users.
Use the Merger with cash transaction.
Date – 10/19/17
Merging Company – OKSB (SW Bank Corp.)
Be sure to choose the option Transaction is taxable to a maximum of the cash received.
Cash per share received: 5.11
Exchange ratio of new to old shares: 0.3903 TO 1
Price per share of new shares on merger date: 59.35
Reorganization Fee: See your broker statement
Symbol of New Company: SFNC (Simmons Labs)
Shares received and Price per Share should auto-fill from information above.
Cash Received: See your broker statement for cash-in-lieu amount.
Note: The price of SFNC used above was the opening price on 10/19/17. This price was chosen to decrease any gain from this transaction. Many brokers will use the average of the opening and closing price. If you wish to enter this transaction so that it is more likely to match broker results, use a price of 59.45 which is the average of the opening and closing prices of SFNC on 10/19/17.
The tax status of this merger is subject to change if the IRS challenges the company interpretation of the tax code as it relates to this merger or if the analysis of the conditions mentioned in form S-4A requires a change. It may be necessary to change the entries for this merger at a later date.
In Merger with cash transactions, realized capital gains and the cost basis of the new shares have a component dependent on the price per share chosen in the entry screens. In our experience brokers tend to use the price per share published by the companies on their websites in their guidance to shareholders. If the companies publish guidance with a share price, we use that share price in our instructions to minimize possible differences between the accounting records and broker information. In cases where no guidance is available, we will choose the lower of the opening or closing price on the effective date. Either of these prices is acceptable to the IRS and by choosing the lower price some realized capital gains will be deferred to a later date. However, there is always the chance the price we choose will not be the price chosen by your broker. The gain from the merger and cost basis of the new shares recorded in your accounting records will then differ from your broker information. Because of the lack of detail in the tax code, both our choice and your broker’s choice would be reasonable estimates of market value for the shares received. Your records are NOT incorrect because they differ from your broker. Tax return forms do have specific areas to report these usually small differences. Our tax printer software handles these adjustment entries automatically in the normal operation of the software.