Note: 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 entered 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.
Cause: Abbvie (ABBV) acquired Allergan (AGN) in a cash and stock deal. The Form 8937 filing for this merger can be found at the Abbvie web site at:
https://investors.abbvie.com/static-files/ddddceb4-bcb2-4bfd-b660-c4e5be463b5a .
Resolution:
This merger is a cash-plus-stock reorganization. This is a fully taxable merger with cash. For tax purposes this is treated as a sale of Allergan for the value of the cash and stock received. Some of the proceeds from the sale (the value of the stock received) is used to purchase Abbvie. All the information below is from the information available from IRS form 8937 reporting basis changes for the companies. In form 8937 AbbVie used the closing price of Abbvie shares on May 7, 2020 to determine the fair market value of the Abbvie shares received in the merger. The first instructions are for users of the desktop software, Club Accounting 3. Instructions for Myiclub.com users follow later in this document.
Important: Form 8937 includes a stipulation that certain shareholders who owned both AGN and ABBV shares before the merger may need to treat part or all of the proceeds as a dividend. This is unlikely to affect investment clubs as such shareholders need to meet a minimum voting rights condition that, in our opinion, our customer base will not meet.
The total merger consideration is $193.2345 per Allergan share. This is $120.30 in cash and $72.9345 in Abbvie shares (.866 x 84.22). The closing price of Abbvie on the day before the merger completion date was $84.22. Calculate the total value received for your Allergan shares by multiplying 193.2345 by the total shares of Allergan owned.
Total Proceeds = [193.2345 x (# of Allergan shares owned)] – (Reorganization fee).
For example, if you owned 100 AGN shares your total proceeds would be (19323.45 – Reorganization fee).
Use the Suspense account to receive the sale proceeds.
Date this transaction 5/8/2020.
Transfer from the Suspense account to the Broker account (or bank if appropriate), all merger consideration cash received from this merger transaction. This will be the amount of the $120.30 per Allergan share minus any reorganization fee charged. For example, if you owned 100 Allergan shares your cash portion of the merger consideration was $12,030.00 – reorganization fee. ([120.30 x 100] –reorganization fee).
If your Suspense account balance was zero when you entered the sell transaction above, then the balance after transferring the merger cash received will be the total purchase price of the Abbvie shares you received in this merger.
Enter a buy transaction for the number of Abbvie shares you were entitled to receive in this merger. This will be .866 x (# of Allergan shares owned). For example, if you owned 100 Allergan shares then enter 86.6 Abbvie shares purchased (.866 x 100).
Date the transaction 5/8/2020. The total purchase price will be the amount remaining in the Suspense account, if the Suspense balance was zero when this process was started. The amount should be (72.9345 x # of Allergan shares owned). For example, if you owned 100 Allergan shares, then the total purchase cost would be 7293.45.
Choose the Suspense account as the source of funds for the purchase. Save the buy transaction.
Any fractional shares received in this merger will likely be sold by your broker.
Enter a Sell transaction for the fractional shares dated 5/9/2020. The share amount will be the NON-whole part of the shares bought in the buy transaction above. For example, if you owned 100 Allergan shares then you entered 86.6 Abbvie shares purchased. You would sell .6 Abbvie shares in this Sell transaction.
The total proceeds will be the cash-in-lieu amount listed on your broker statement.
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For Myiclub.com users
Use the Merger with cash security transaction.
Step 1. Choose Allergan (AGN) as the merging company and date the transaction 5/8/2020.
Step 2. Select the option Transaction is fully taxable. Enter the following additional information:
Cash per share received: 120.30
Exchange ratio:.866 to 1
Price per share of new shares: 84.22
Reorganization fee: From your broker statement, if one was charged.
Symbol of new company: ABBV
Cash received: Cash-in-lieu amount from broker statement.
Other fields should auto-fill from the information already entered.
