Tax Exempt Bonds (“TEB”) is providing some basic information to assist issuers and conduit borrowers of tax-exempt bonds in understanding their tax responsibilities when restructuring certain terms of their tax-exempt bonds. Below are the answers to certain frequently asked questions regarding the application of the reissuance rules under section 1001 of the Internal Revenue Code (the “Code”) to tax-exempt bonds. This information is not intended to be cited as an authoritative source on these requirements. TEB recommends that issuers of tax-exempt bonds review section 1001 of the Code and the corresponding Income Tax Regulations (the “Regulations”) in consultation with their counsel.
These frequently asked questions and answers are provided for general information only and should not be cited as any type of legal authority. They are designed to provide the user with information required to respond to general inquiries. Due to the uniqueness and complexities of federal tax law, it is imperative to ensure a full understanding of the specific question presented and to perform the requisite research to ensure a correct response is provided.
What is a reissuance?
Generally, a reissuance occurs under federal tax law when there are significant modifications to the terms of a bond so that the bond ceases to be the same bond for federal tax purposes. A reissuance is a deemed exchange of the modified bond for the original bond. The reissuance rules apply to all tax-exempt obligations from a large bond issue to a small lease entered into to purchase police cars and other equipment as well as a note held by a local bank.
How does it affect bonds?
Reissuance of a tax-exempt bond generally triggers retesting of all the various federal tax requirements.
What types of federal tax requirements might be triggered by a reissuance?
Among the requirements a reissuance can cause are: a change in yield which would affect arbitrage investment restrictions, a need for volume cap authority, acceleration of rebate payments, and filing a new information return.
What types of modifications cause a reissuance?
A modification must be “significant” to cause a reissuance. Seven specific types of modifications that are considered significant are listed in our article Reissuance of Tax Exempt Obligations: Some Basic Concepts.
Does reissuance affect other types of bonds issued by state and local governments?
The reissuance regulations apply to modifications of debt instruments generally. Thus, the principles discussed above also apply to certain other types of tax favored obligations issued by state and local governments, including tax credit bonds such as those issued under section 54A and build America bonds issued under section 54AA.
Where can I get more information?
Our article Reissuance of Tax Exempt Obligations: Some Basic Concepts contains a list of guidance projects that have focused on reissuance as well as citations to the applicable sections of the Code and Regulations