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A Reverse Morris Trust is used when a parent company has a subsidiary (sub-company) that it wants to sell in a tax-efficient manner. The parent company completes a spin-off of a subsidiary to the parent company's shareholders. Under Internal Revenue Code section 355, this could be tax-free if certain criteria are met. The former subsidiary (now ...
The company was formed by Verizon in 2009 to facilitate the planned sale of some local subsidiaries to Frontier, which was completed on July 1, 2010. The company was set up to allow for a Reverse Morris Trust merger, allowing Verizon to spin off the company to Frontier tax-free. Its primary purpose was to transfer Frontier ILEC Holdings as well ...
Under the terms of the Reverse Morris Trust, the company would retain the Entercom name, board of directors and base of operations, but CBS shareholders would hold 72% of its stock. [33] The company also shut down KDND in Sacramento and returned its license to the FCC, with its programming moved to sister station KUDL. The FCC had designated ...
On May 17, 2021, AT&T and Discovery, Inc. reached a definitive Reverse Morris Trust agreement, in which AT&T would spin out WarnerMedia into an independent company (unwinding the prior 2018 acquisition of the former Time Warner) that would concurrently acquire Discovery's assets, for $43 billion in cash, securities and stock plus WarnerMedia's ...
Under the terms of the reverse Morris trust, ABC shareholders held a controlling stake in Citadel, who licensed the ABC name for two more years until it rebranded as Citadel Media Networks in 2009. On September 16, 2011, Cumulus Media purchased Citadel Broadcasting and rebranded the network division as Cumulus Media Networks.
The deal was structured as an all-stock, Reverse Morris Trust transaction. Pfizer shareholders owned 57% of the combined new company and Mylan shareholders owned 43%.
On February 2, 2017, CBS Radio announced that it had agreed to merge with Entercom, at the time the fourth-largest radio broadcaster in the United States; the sale was to be conducted using a Reverse Morris Trust so that it would be tax-free. To comply with federal ownership limits Entercom had plans to divest 14 stations.
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