When Pfizer Inc. (PFE) completes its merger with Botox maker Allergan PLC (AGN) in the second half of next year, most of its shareholders will be hit with a capital gains tax bill from the IRS. This will include senior Pfizer executives like chairman and CEO Ian Read, who holds common shares currently valued at around $8.3 million.
Many companies have been known to reimburse top execs and board members for merger-related tax expenses, but Pfizer spokeswoman Joan Campion tells Fortune that it has no intention of doing so.
For Read, that could mean an extra tax bill of approximately $1.95 million–based on a 20% long-term capital gain rate, plus a 3.8% surcharge for top earners. He would not, however, be required to pay merger-related taxes on his stock options or other restricted compensation. For context, Read’s base salary for fiscal 2014 was $1.825 million, and his total compensation was valued at more than $17 million.
Read and other executives also will avoid paying a 15% excise tax charged to senior executives and board members of a company that is expatriating via a tax inversion, even though Pfizer will relocate its corporate headquarters to Ireland (where Allergan is formally domiciled, despite being actually run by its executives out of Parisppany, New Jersey). This is because the Pfizer-Allergan deal, despite the tax shifting, isn’t technically an inversion. Current Pfizer shareholders will only hold a 56% stake in the combined company, compared to the 60% threshold required for the excise tax (and other tax inversion rules) to kick in.
In general, all Pfizer shareholders who hold their stock in a taxable account–i.e., not in an IRA or 401(k)–will be required to pay capital gains taxes after the merger occurs. This would not be true for the relatively few folks who report losses, although such losses would not be deductible.
