To: engineer who wrote (15436 ) 9/24/1998 10:35:00 AM From: Gregg Powers Read Replies (3) | Respond to of 152472
engineer: You are correct that some element of the dividend will be treated as a return of capital (reducing investors' QC basis) while some will be taxed at short-term rates and some as capital gains. Unfortunately, from the standpoint of an institutional investor with six hundred clients, given all the different basis and tax situations, the baseline assumption necessarily defaults to ordinary income rates. Much of the tax debate is mooted by the current $4.50 stock price. When LWIN looked like a $12.00 piece of paper, I was concerned about a performance triple-whammy...that is, QC goes ex-dividend down $3.00 AND LWIN collapses from $12.00 to some far lower price AND my clients have to pay taxes based on the initial average price, i.e. the average of the first day of "regular way" trading. Think about it this way, my firm holds over 4mm QC shares. We potentially would have seen the value of our QC position decline by $12mm (@ex-dividend), received 1mm shares of LWIN, which although ostensibly valued at the same $12mm, were likely to fall precipitously and also faced a tax obligation potentially north of $4mm. Net-net, given the risks inherent in LWIN, we were looking at a worst case, cash-on-cash hit, near $13mm. Gregg was not particularly happy! Thanks to the magic of when-issued trading, LWIN has adjusted to a price that, in my judgment, more than compensates holders for the risks inherent in its business. Remember that Harvey White WANTED to do Leap and, given the clever man he is, I doubt that he volunteered to spend the rest of his business career bailing water out of a sinking ship. At one-third of book equity and a diminutive price per controlled pop, I think LWIN is an excellent long-term speculation; moreover, I think that downside risk from $4.50 is probably pretty inconsequential. We also stand to earn close to a 300% return if the stock ever trades within eye-shot of what Lehman thought it was worth on Tuesday! If you rerun my previous math, you will see QC stock down (ex-dividend) by $1.125; LWIN should probably trade in line (or even a little higher after it stabilizes), so it should be worth at least $1.125 (on a one-for-four basis) and the tax liability has been substantially mitigated. With QC's business booming and the intracompany revenue recognition issues resolved, I almost feel sorry for the short-sellers....almost. Best regards, Gregg