Home      Login

Abstract: 

On May 1, 2024, the IRS issued Revenue Procedure 2024-24, which establishes revised standards for taxpayers seeking private letter rulings on tax-free spin-offs, focusing in particular on, among other things, issues relating to stock-for-debt exchanges and debt securities-for-debt exchanges occurring in connection with tax-free spin-offs. Such debt exchanges have been a popular feature in many spin-off transactions as a tax-efficient way for companies to de-lever by effectively reallocating parent company debt to the company being spun-off. Administrative guidance on such exchanges has evolved over the years, and the new Revenue Procedure signals a significant departure from recent ruling practices.

Keywords: spin-off; IRC Sec. 355; Rev. Proc. 2024-24; debt-for-debt exchange; debt-for-equity exchange; post-distribution payments

Affiliations:  1: Sullivan & Cromwell LLP; 2: Sullivan & Cromwell LLP; 3: Sullivan & Cromwell LLP; 4: Sullivan & Cromwell LLP.