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How are mergers in stocks accounted when no cash is received- only stock in the surviving entity? The 1099-B showed 0.00 in column 1e (Cost or Other Basis).

0.00 was entered in Column 1e for both "Covered" and "Noncovered" Merger 1099-B's.

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4 Replies

How are mergers in stocks accounted when no cash is received- only stock in the surviving entity? The 1099-B showed 0.00 in column 1e (Cost or Other Basis).

There is no "general" answer to that question that covers all mergers.  You'll need to disclose the merging companies for any chance of a correct answer.

Do you know your cost basis?  Do you know why "$0" was entered here?  

How are mergers in stocks accounted when no cash is received- only stock in the surviving entity? The 1099-B showed 0.00 in column 1e (Cost or Other Basis).

I know my cost basis in the stock shares that were merged.  I do not know why 0 was entered as basis. The merging companies: 100% of American Realty Capital Retail Centers of America was merged into American Finance Trust Inc.  For all transactions on the 1099-B column 1a is marked "Merger" except for one which is marked "Cash in Lieu" for a fractional share.  A basis is shown for this fractional share but 0 is shown as the basis for all shares, both "covered" and "noncovered" denoted as "Merger" in column 1a.  Is this sufficient detail or do you need more?

How are mergers in stocks accounted when no cash is received- only stock in the surviving entity? The 1099-B showed 0.00 in column 1e (Cost or Other Basis).

Go read the Form 8937 concerning this merger:

<a rel="nofollow" target="_blank" href="http://ar-global.com/wp-content/uploads/2018/03/RCA-2017-Fed-Form-8937.pdf">http://ar-global.com/wp-...>

According to the Form 8937 you SHOULD HAVE received cash, and I don't understand why you say you didn't.  Specifically you should have received, for each share tendered:

"(1) $0.95 in cash; (2) 0.385 of a share, or the Common Exchange Ratio, of common stock
of AFIN, par value $0.01 per share."

As is typical in these "stock plus cash" deals you don't receive fractional shares.  Instead any fractional share received is sold via a "cash in lieu" (CIL) transaction.

"Instead of fractional shares, RCA stockholders will receive cash, without interest, in an amount
equal to the product of such fractional part of a share of AFIN common stock, multiplied by
$24.17 (based on the exchange ratio and AFIN’s published estimated per share NAV as of
December 31, 2015)."

These stock plus cash deals can get complicated if you have many lots of the acquired company.  Basically the process is:

1)For EACH LOT of your stock that you gave up you need to determine gain or loss based on the "proceeds" of the sale (cash per share + FMV of stock received) vs. your basis in that lot.  

2)Losses are NOT recognized in your tax return, they DO NOT offset gains on "gain" lots.

3)Gains ARE recognized but only up to the LESSER of cash received or the gain as calculated per 1 above.

4)For each lot your basis in the stock of the new company is: Basis in lot of old company tendered - cash received + gain recognized.

5)The holding period of the each lot tendered of the old stock CARRIES OVER to the new lot received of the new stock.

5)You then attribute, proportionally, basis from each lot of the acquired company to the fractional share and and RECOGNIZE gain or loss on the CIL transaction.

Having done all this you report the proceeds per the 1099-B, (which might be only the cash received - excluding the CIL - or cash plus FMV of the stock), derive a basis figure that gets you to the gain (short term/long term) that you derived in step 3 above.

Frequently companies advise in their Form 8937's what they think is an appropriate "fair market value" to use for Step 1) above, but that was not the case here.  (There's no "cookbook" formula for determining this value; you're free to come up with any fair market value you feel you could defend to the IRS.)  Very commonly the average of the High-Low on the day the deal was done is used here.
Anonymous
Not applicable

How are mergers in stocks accounted when no cash is received- only stock in the surviving entity? The 1099-B showed 0.00 in column 1e (Cost or Other Basis).

certain mergers are tax-free.  there is no gain or loss is reported when the companies merge except to extent that boot (usually cash is received) fractional shares are not usually issued  they are sold and you get the cash.  the cash you received is taxable as capital gain.  most of the time no cost basis is assigned.  you can probably go to either of the company's websites and find out whether the transaction is taxable or you can call stockholders relation line or ask the broker since the company are required to report the tax status of the merger so proper tax reports can be sent out.  

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