On October 26, 2018, Pinnacle Foods was acquired by Conagra Brands, and Pinnacle Foods’ stock ceased trading on the New York Stock Exchange before the market opened on that date.
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Frequently Asked Tax Questions: Recent Merger with Pinnacle Foods
The following questions and answers are intended to briefly address some commonly asked tax-related questions regarding Conagra Brands’ recent merger with Pinnacle Foods. The information set forth below is intended only as a general summary of certain U.S. federal income tax matters and is NOT tax advice. Please consult your personal tax advisor to determine the tax consequences of the merger to you and your particular facts and circumstances. For more information, please refer to the section entitled “Material U.S. Federal Income Tax Consequences” in Conagra Brands’ registration statement on Form S-4, declared effective by the Securities and Exchange Commission on September 17, 2018.
What is Form 8937?
Form 8937 is a tax form required to be filed by a company in connection with a stock split, a non-taxable transaction or a distribution that changes the basis in the stock held by its shareholders.
Will Conagra Brands file a Form 8937 in connection with its recent merger with Pinnacle Foods?
No. Conagra Brands is not required to file a Form 8937 in connection with its recent merger with Pinnacle Foods. The transaction, in which Pinnacle Foods shareholders received a mix of cash and shares of Conagra Brands stock in exchange for their shares of Pinnacle Foods stock, was a taxable transaction.
What is the fair market value of the Conagra Brands shares received by Pinnacle Foods shareholders?
The fair market value of Conagra Brands shares received by Pinnacle Foods shareholders in exchange for their Pinnacle Foods shares should be determined as of the effective time of the transaction, which was before the New York Stock Exchange opened on October 26, 2018. The closing price of Conagra Brands common stock on October 25, 2018 was $36.37 per share.
How should former Pinnacle Foods shareholders determine their gain or loss on the transaction?
Holders of Both Conagra Brands Shares and Pinnacle Foods Shares
For each shareholder who owned shares of both Pinnacle Foods stock and Conagra Brands stock prior to the merger, the tax impact is dependent on the number of shares owned in each company. Please seek guidance from your personal tax advisor.
Holders of Pinnacle Foods Shares Only
For each shareholder who is a “U.S. Holder” (see below) and owned shares of Pinnacle Foods stock (and no shares of Conagra Brands stock) prior to the merger, the gain or loss on the transaction is equal to the difference between (1) the sum of cash received by the shareholder in the transaction (including cash received in lieu of fractional shares of Conagra Brands stock) and the fair market value of Conagra Brands shares received and (2) the shareholder’s adjusted tax basis in the Pinnacle Foods shares that shareholder held.
- Example: A Pinnacle Foods shareholder who is a “U.S. Holder” and, prior to the merger, owned 100 shares of Pinnacle Foods stock and no shares of Conagra Brands stock:
|Shares of Conagra Brands Stock Received:||?||?|
|Number of Shares of Conagra Brands Stock Received||100 * 0.6494 = 64 Shares1||?|
|Value of Shares of Conagra Brands Stock Received||64 * $36.37||$2,327.68|
|Cash in Lieu of Fractional Shares||0.94 * $35.982||$33.82|
|Cash per Pinnacle Share:||100 * $43.11||$4,345.19|
|Total Consideration:||$2,327.68 + $33.82 + $4,345.19||$6,706.69|
Each shareholder who is a “Non-U.S. Holder” (see below) and who owned shares of Pinnacle Foods stock (and no shares of Conagra Brands stock) prior to the merger, generally will not be subject to U.S. federal income or withholding tax on any gain recognized on their exchange of Pinnacle Foods common shares for any Conagra Brands shares and/or cash in the merger. However, the amount of cash consideration paid to a Non-U.S. Holder may be treated as a dividend for U.S. federal income tax purposes if the Non-U.S. Holder also owned shares of Conagra Brands at the time of the acquisition. Non-U.S. Holders should consult their personal tax advisors regarding their particular facts and circumstances.
Am I a “U.S. Holder” or “Non-U.S. Holder”?
For purposes of this discussion, a “U.S. Holder” is any prior beneficial owner of Pinnacle Foods common stock that, for U.S. federal income tax purposes, is:
- an individual citizen or resident of the United States;
- a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
- an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
- a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons, within the meaning of Section 7701(a)(30) of the Internal Revenue Code, have the authority to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.
For purposes of this discussion, a “Non-U.S. Holder” is any prior beneficial owner of Pinnacle Foods common stock that, for U.S. federal income tax purposes, is an individual, corporation, estate, or trust that is not a U.S. Holder.
ALL PRIOR HOLDERS OF PINNACLE FOODS COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF THE MERGER.