Major Corporations Legally Avoid & Evade Taxes While Working Stiffs Suffer
The U.S. government expects corporate income tax receipts will nearly double over the next four years as the economy improves. That’s one reason some in Washington are so intent on stopping a potential tidal wave of corporations moving their headquarters abroad to lower-tax countries in what is known as an inversion.
Inversions could cost the U.S. government almost $19.5 billion in lost tax revenue over the next decade, according to recent projections from the bipartisan Joint Committee on Taxation.
Walgreen Rules Out Tax-Avoiding Tactic as Treasury Gears Up to Challenge
Overseas takeover deals designed to lower corporate taxes took a double-punch on Tuesday, with Walgreen Co. moving ahead with a foreign merger without the tactic and the U.S. Treasury Department saying it was looking for ways to deter the strategy.
Walgreen, the Deerfield, Ill., drugstore chain, has been under pressure from shareholders to reincorporate overseas to lower its tax bill as part of a potential deal with European drugstore chain Alliance Boots GmbH, which it already owns in part.
Walgreen won't be moving forward with the tax move, known as an "inversion," but it does plan to buy the 55% of Alliance Boots it doesn't own, the people said.
The Walgreen situation has been widely watched because most tax-beneficial merger deals lately have been in the pharmaceutical industry, where many companies have substantial profits overseas. Walgreen is a mostly U.S.-based retailer, and it has been viewed as a test of whether the inversion craze would spread with gusto beyond health care to other industries.
But on Tuesday, a spokeswoman confirmed that Treasury "is reviewing a broad range of authorities for possible administrative actions that could limit the ability of companies to engage in inversions, as well as approaches that could meaningfully reduce the tax benefits after inversions take place."
The spokeswoman said legislation passed by Congress is "the only way to fully address inversions," but that Treasury was looking "to at least provide a partial fix."
Companies largely have reacted in one of two ways to the backlash. Bankers say that some clients are furiously trying to strike inversion deals in case the window for these deals closes. But the negative rhetoric also has had a chilling effect on other companies who fear being the poster child for the controversial deals, they say.
Jana Partners LLC, an activist hedge fund that pushed Walgreen to do the inversion, believes the combining companies can cut costs and boost shares even without the tax-saving move, according to a person familiar with its investment.
Walgreen originally agreed to buy 45% of Alliance Boots in 2012 for about $6.7 billion, a deal intended to give the company more global exposure and help the two pharmacy chains gain greater heft when negotiating with drug suppliers. The second part of the agreement gave Walgreen an option to buy the rest of Alliance Boots next year. Under terms of the original deal, Walgreen would pay around $16 billion, excluding debt, for the 55% of Alliance Boots it doesn't already own.
People familiar with Walgreen's decision said the agreement with Alliance Boots would have had to have been restructured to include a tax inversion. Walgreen explored that possibility, but restructuring would have required a change in the economics of the deal, which Alliance Boots didn't welcome, the people said.
At 35%, the U.S. corporate tax rate is high compared with other countries, but layers of tax breaks allow many firms to dramatically lower their tax bills.
That law left some ambiguity in how it should be enforced and gives the Treasury Department and Internal Revenue Service some flexibility in how the law is implemented.
Adding the latest in-vogue deal maneuver to their playbook, activist investors are pressing for overseas mergers that can slice tax bills.
A hedge fund is gauging interest in InterContinental Hotels.
In the latest example, Marcato Capital Management LP hired an investment bank to try to drum up interest from U.S. hotel companies that could possibly cut down on their tax bills by buying U.K.-based InterContinental Hotels Group PLC, according to people familiar with the matter.
A spokeswoman for InterContinental declined to comment.
With these deals, known as tax inversions, a U.S. company buys a foreign target and adopts its home country's domicile or that of another foreign country, with a tax rate lower than the U.S.'s relatively high 35% corporate rate. For a deal to qualify as an inversion, shareholders of the acquired company must receive stock amounting to at least 20% of the resulting entity.
President Barack Obama last month called on Congress to stop the flow of companies moving abroad by changing the rules.
The wish lists of activist investors, which typically buy up shares in companies and urge strategic or financial changes, often reflect a hot trend in the market.
For much of 2013, for example, as companies bought back shares at record levels, activists ramped up pressure on the ones that didn't do so.
Activists have long pushed various moves to lower taxes. They have urged restaurant chains to put real-estate holdings into tax-efficient vehicles known as real-estate investment trusts. Energy companies have been pushed to create similar structures with their pipelines, known as master limited partnerships.
Now Tax Inversions Are Emerging As The Latest Tax-Avoidance Scam
On the U.S. side, Jana Partners LLC, one of the biggest activist funds, has taken a stake in Walgreen Co. and wants the Deerfield, Ill., drugstore company to set up residency overseas. Walgreen already has the makings of a deal in place—its potential purchase of the rest of the European drug chain Alliance Boots GmbH that it doesn't already own. At issue is whether it would change its domicile for tax purposes in doing such a deal.
Doing so could cut Walgreen's effective tax rate by more than a third, analysts have said. Walgreen's shares are up about 25% this year. Walgreen has said it is looking at the option.
Meanwhile, activist William Ackman has cited tax benefits in his push, so far unwelcome, with Canada's Valeant Pharmaceuticals International Inc. to take over Allergan Inc. of Irvine, Calif.
Sachem Head Capital Management, a $1.6 billion New York-based hedge fund, this year urged Helen of Troy Ltd., a Bermuda-based maker of personal-care products, to seek a U.S. buyer. In a public letter, the hedge fund called Helen of Troy "a potential candidate for an inversion transaction." Helen of Troy later acquired U.S. vitamin maker Healthy Directions LLC.
A memo to clients earlier this year from Wachtell, Lipton, Rosen AND Katz, the New York corporate-law firm known for defending clients against activists, warned "companies have now begun to experience pressure from shareholders to pursue inversion transactions."
Marcato, based in San Francisco, began building its position in InterContinental earlier this year when the hedge fund was looking for ways to gain investment exposure to the surge in tax-inversion deals, one person familiar with the fund said.
Marcato isn't worried about Congress changing the rules on inversions because it doesn't expect it to happen soon, according to a person familiar with the firm's thinking. The hedge fund also believes there are more than just tax reasons for an InterContinental deal, as a combination could include cost cuts or other strategic benefits, the person said.
There has already been media speculation InterContinental could be attractive to such U.S. companies as Starwood Hotels And Resorts Worldwide Inc. and Wyndham Worldwide Corp.
Yet there has been no deal, and the speculation has driven up the price of InterContinental shares. The company's stock is up 9.5% this year, making it a relatively expensive target with a $9.4 billion market capitalization.
Meanwhile, Starwood Friday announced an aggressive plan to buy back $1.1 billion in stock and pay a special dividend, lowering its cash pile for any deal.
Working Stiffs Get The Sharp End Of The Stick
Still scarred by a recession that ended five years ago, Americans are registering record levels of anxiety about the opportunities available to younger generations and are pessimistic about the nation's long-term prospects, directing their blame at elected leaders in Washington.
The American public is telling its elected representatives that the economic distress that a significant proportion of them are feeling is directly their fault. The public seems to have moved beyond the plaintive cry of 'feel our pain' to the more angry pronouncement of 'you are causing our pain.'
The latest poll of 1,000 adults found some signs of improvement in American views of the economy. Half of those polled said the economy is improving, and 49% think the U.S. is still in a recession, down from 58% last summer and 77% in 2008.
Sixty-four percent of those polled said they are still feeling some impact from the recession, down from the 71% who said they initially felt effects from the downturn when it began more than six years ago. Forty percent said someone in their household had lost a job over the last five years, and one of three said someone they live with was forced to take a job with a significantly lower income.
While hiring has picked up and job openings are at a seven-year high, growth in inflation-adjusted wages and family income has been distressingly slow. The Census Bureau says the income of the median, or typical, American family in 2012 was $51,017, or about the same as in 1995 adjusting for inflation. Median family income is about 8% below 2007 levels.
"I was doing better five years ago than I'm doing now," said Laura Colvin, 29, a fast-food worker in Jonesboro, Ark., whose hourly wage has risen less than a $1 over that period while her utility costs and the price of other goods and services have risen.
"We've always wanted our kids to have it better than we did, whether it's an education or a good job, and it just doesn't seem like I see that for my kids," said Luis Gomez, 64 years old, a land surveyor from Overland Park, Kan., who is worried about the costs of higher education for his 17-year-old son. "It feels like we're Japan, that the economy has flatlined."
In the survey, roughly a quarter of adults said they or their child has more than $5,000 in student-loan debt, and 25% said someone in their house had to take a second job just to pay the bills. The groups most impacted by the recession include: Latinos, white women between the ages of 35 and 49, people who make less than $30,000 and white working-class Americans.
A majority of those polled agreed with the statement that growing income inequality between the wealthy and everyone else "is undermining the idea that every American has the opportunity to move up to a better standard of living." Those impacted most by the recession were far more likely to hold that view.
This widespread discontent is evident among just about every segment of the population. Fifty-seven percent of those polled said that something upset them enough to carry a protest sign for at least one day.
"I don't think politicians or corporate america cares about the middle class," said Evan Coley, a 22-year-old resident of Albermarle, N.C., who works in an auto shop. "They're trying to help themselves more than anyone else."
The Obama Administration Just Can't Win
Despite a crackdown on foreign mergers that help American firms slash their tax bills, a slew of overseas takeovers continue to rob the Treasury Department of tax revenue.
New Treasury Department regulations, announced in September, squashed many of the incentives for tax-driven mergers called "inversions," which were all the rage last year. Huge U.S. companies were cutting down what they owed Uncle Sam by purchasing smaller foreign firms and moving their tax home abroad -- typically to countries with lower corporate rates.
Burger King used the maneuver. So did medical device maker Medtronic. Critics said that mega corporations were essentially changing their address to avoid paying the IRS.
Now, a new tactic has emerged -- and this time, American companies are the takeover targets. Experts say the crackdown has encouraged companies looking for a tax advantage to reverse the process, turning smaller American firms into attractive targets for large foreign rivals, and still bypassing the Treasury rules.
"The Treasury regulations have had a chilling effect on the market for the moment, but the underlying forces are powerful enough that deals will happen in different ways," said Mihir Desai, a business and law professor at Harvard University.
"Larger foreign firms are now advantaged acquirers of U.S. assets and American companies are more likely to become smaller via divestitures to facilitate these transactions," he said.
There have been $133 billion of inbound, cross-border deals since Treasury proposed its regulations, according to Dealogic. That's 30% more than the $102 billion in deals announced the same period a year ago, and much higher than the $97 billion recorded two years ago.
One example of the trend is North Carolina-based Salix Pharmaceutical (SLXP). The drugmaker said last July that it was in talks to complete an inversion deal by acquiring the smaller Irish arm of Italian drugmaker Cosmo Pharmaceuticals. But Salix called the merger off early October, within two weeks of Treasury unveiling its plan.
In a surprise turn, Salix announced last month it would instead be acquired by Canadian drug firm Valeant (VRX), which is six times bigger by market cap. The deal, once completed, will allow Salix to move its tax home to Canada, a country with lower corporate tax rates -- all while getting around tighter inversion restrictions.
It's a case of history repeating itself -- Valeant used to be U.S. company, but jumped across the border in its own inversion merger in 2010 with smaller Canadian firm Biovail.
The government has yet to issue rules to implement the measures announced in September, but Treasury Secretary Jack Lew did suggest making the regulations retroactive to the date of the announcement, said Eric Toder, a tax policy expert at the Urban Institute.
"We need to fix underlying problems in our tax code through business tax reform to address inversions and other creative tax avoidance techniques," said a Treasury spokesperson. The agency said it plans to issue further guidance to limit inversions, but hasn't given a timeline.
The fact remains that an overhaul of the corporate tax code is easier said than done, and more foreign takeovers are likely to come in the near future as the government debates new regulations.
Kurt Rademacher, a London-based tax attorney at Butler Snow, said that companies are worried that upcoming rules will make tax-driven inversions impossible.
U.S. corporate tax rates at 35% are "higher than most of the developed world, and so long as that situation persists, multi-nationals will continue to look for ways to limit Uncle Sam's bite at the apple," Rademacher said.
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