Interstate Hotels & Resorts, Inc. Adopts Tax Benefit Preservation Plan

The purpose of the plan is to protect stockholder value by attempting to preserve the company's ability to maximize available federal tax deductions that may be deemed built-in losses and to prevent a possible limitation on the company's ability to use its net operating losses, capital losses and tax credit carryforwards (the "tax attributes") to reduce potential future federal income tax obligations.

The company has experienced and continues to experience tax losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, Interstate may "carry forward" these losses, as well as capital losses and tax credits, in certain circumstances to offset any current and future earnings with these items, as well as deductions deemed to be built-in losses, and thus reduce Interstate's federal income tax liability, subject to certain requirements and restrictions.

However, if the company experiences an "ownership change," as defined in Section 382 of the Internal Revenue Code, its ability to use the tax attributes and to use other tax deductions deemed to be built-in losses could be substantially limited, and the timing of the usage of the tax attributes could be substantially delayed, which could significantly impair the value of these assets.

The tax benefit preservation plan is intended to act as a deterrent to any person or group acquiring 4.99% or more of Interstate's outstanding common stock (an "Acquiring Person") without the approval of the board of directors. Stockholders who already own 4.99% or more of the outstanding common stock will not trigger the plan so long as they do not acquire additional shares of common stock aggregating more than 0.1% of the outstanding common shares. The board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the plan.

The plan is similar to tax benefit preservation plans adopted by many other public companies with significant tax attributes.

As part of the plan, the Interstate Hotels & Resorts board of directors declared a dividend of one preferred share purchase right for each outstanding share of its common stock. The preferred share purchase rights will only be exercisable if a distribution under the plan is triggered by an "ownership change," as defined by the Internal Revenue Code. Any rights held by an Acquiring Person are void and may not be exercised.

Additional information regarding the tax benefit preservation plan will be filed by Interstate in a Current Report on Form 8-K with the Securities and Exchange Commission.

Interstate Hotels & Resorts, Inc. has ownership interests in 56 hotels and resorts, including seven wholly owned assets.

Logos, product and company names mentioned are the property of their respective owners.

Reader Comments:

Be the first to leave a comment for this article

Tweet