WorldCom Is a Telecommunications Company That Provides National and International

question 59

Essay

WorldCom is a telecommunications company that provides national and international service to local and
long- distance customers. On September 14, 1998, WorldCom acquired MCI Communications Corporation (MCI) pursuant to a merger agreement. The acquisition can be divided into three stages:
1) WorldCom created an acquisitions subsidiary (TC Investments Corporation) by transferring WorldCom stoc cash to TC Investments Corporation in exchange for newly issued TC Investments Corporation stock. TC Investm Corporation then used the WorldCom stock and cash to acquire MCI as described in the next two steps.
2) TC Investments Corporation used cash to purchase all the outstanding MCI Class A common stock from Brit Telecommunications (BT) for $51 per share. BT had acquired the MCI Class A common stock two years earlier in merger attempt involving BT and MCI. In addition, TC Investments Corporation used WorldCom stock to acquir outstanding shares of regular MCI common stock from other MCI shareholders. In this exchange, MCI shareholders received 1.2439 shares of WorldCom stock for each share of regular MCI common stock surrendered. TC Investments Corporation paid cash in lieu of issuing fractional WorldCom shares to MCI shareholders who were entitled to such fractional shares. More than 50% of the consideration used to acquire MC was composed of WorldCom stock.
3) After the stock acquisition, MCI transferred its assets to TC Investments Corporation in a liquidation transac after which TC Investments Corporation held MCI assets instead of MCI stock. TC Investments Corporation then changed its name to MCI Communications Corporation, and WorldCom changed its name to MCI WorldCom.
After these three steps, MCI Communications Corporation, which held the acquired MCI assets, ended up as a subsidiary of MCI WorldCom. Total assets of MCI WorldCom after the merger were $86 billion, including the st its subsidiary, MCI Communications Corporation.
On December 31, 1997, prior to the acquisition, MCI had $576 million of U.S. NOL carryovers and $179 million o minimum tax credit carryovers. MCI WorldCom incurred expenses of $127 million in connection with the acquisition. MCI WorldCom recorded the transaction as a purchase for financial accounting purposes with the excess of cost over FMV being recorded as a combination of goodwill, in- process R&D costs, and other intangible assets. In addition, MCI WorldCom incurred $21 million in employee severance pay outlays. MCI stock options were converted into MCI WorldCom stock options. What type of reorganization did WorldCom and MCI engage in? What tax issues should the parties to the reorganization (MCI, BT, TC Investments Corporation, WorldCom, and the MCI and WorldCom shareholders) consider when evaluating the acquisition?

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Definitions:

Situational Leadership Model

A leadership theory that proposes the effectiveness of a leadership style is dependent on the task readiness level of the individuals being led.

Low Task Behavior

Leadership behavior focused less on the work to be done and more on the interpersonal relationships among team members.

Transformational Leadership

A leadership style focused on inspiring and motivating followers to achieve exceptional outcomes and personal growth.

Inspirational Leadership

Leadership that motivates and energizes followers through a shared vision and enthusiasm.