P&G Moves Forward in Reverse (Morris)

P&G Moves Forward in Reverse (Morris)

July 10, 2015
Proctor & Gamble reaches for familiar tool in planned sale of beauty assets.

IRS TaxesWhen P&G Thursday announced the planned sale of its beauty business to Coty for $12.5bn, it saved itself a lot of taxes. And this the company’s been able to do over and over and over again. That’s because time and again, in one asset sale after another, the company employs a Reverse Morris Trust strategy.

In Reverse Morris Trust or RMT transaction, companies can spin-off a subsidiary into an unrelated company, tax free, if it results in shareholders of the parent company controlling more than 50 percent of the voting rights and economic value of the ultimately merged company.

P&G has been able to do this several times, with its sale of Folgers in 2008, Pringles in 2011 (although that ultimately fell through due to an accounting scandal by the buyer) and now the 43 brands of the company’s beauty business being sold to Coty.

The Coty deal brings all sorts of savings, P&G said in a statement. “The tax-efficient nature of the $12.5 billion offer maximizes value for P&G shareholders and minimizes annual earnings dilution,” the company said. “The transaction will result in a significant one-time earnings gain that will be recorded at closing of the transaction. P&G currently estimates the one-time gain will be in the range of $5bn to $7bn depending on the final deal value at the time of closing.”

The savings alone are great, but what is perhaps more impressive is that P&G has repeatedly been able to find the right-sized buyer for these types of deal. It’s not easy finding the right strategic buyer that is smaller than the asset being spun off but not so small as to make the transaction impractical.

Aside from the tax benefits, there are also opportunities to create cash from the situation even before the spinoff. According to Daniel E. Wolf, of Kirkland & Ellis LLP, in a blog post on the Harvard Law School Forum, the parent can “partially monetize its interest in the distributed subsidiary on a tax-efficient basis.” This can be done if the parent were to “cause the subsidiary to borrow money and distribute the cash to the parent.”

“In another common structure,” Mr. Wolf wrote, “as part of the internal reorganization of assets by the distributing corporation to create and prepare a subsidiary for a spin-off, the subsidiary issues debt securities to the parent, which in turn exchanges those securities for outstanding parent indebtedness. In both cases, the parent has received a benefit from the subsidiary’s leverage (that is, receipt of cash or debt relief), but the distributed subsidiary, and not the parent, has the obligation to repay the indebtedness. There are tax-based limitations on both of these strategies as well as a potential practical obstacle created by further driving down the value of the distributed subsidiary while the parties are trying to stay above the 50 percent minimum.”

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