(c) above, in general, we would be a USRPHC if our interests in
U.S. real property interests (by fair market value) equal or exceed
50% of the sum of the fair market value of our worldwide real
property interests and our other assets used or held for use in a
trade of business. We believe that we are not, and do not
anticipate becoming, a USRPHC; however, there can be no assurance
that we will not become a USRPHC in the future. Even if we are
treated as a USRPHC, gain realized by a Non-U.S. Holder on a disposition of our
common stock will not be subject to U.S. federal income tax so long
as (1) the Non-U.S.
Holder owned, directly, indirectly and constructively, no more than
5% of our common stock at all times within the shorter of
(a) the five-year period preceding the disposition or
(b) the holder’s holding period for the relevant shares of our
common stock and (2) our common stock is “regularly traded,”
as defined by applicable Treasury regulations, on an established
securities market. There can be no assurance that our common stock
will qualify as regularly traded on an established securities
Information Reporting Requirements and Backup
Generally, we or certain financial middlemen must report
information to the IRS with respect to any distributions we pay on
our common stock, including the amount of any such distributions,
the name and address of the recipient, and the amount, if any, of
tax withheld. A similar report is sent to the holder to whom any
such distributions are paid. Pursuant to tax treaties or certain
other agreements, the IRS may make its reports available to tax
authorities in the recipient’s country of residence.
Distributions paid by us (or our paying agents) to a Non-U.S. Holder may also be subject to
U.S. backup withholding (the current rate of which is 24%). U.S.
backup withholding generally will not apply to a Non-U.S. Holder that provides a
properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, or other appropriate
form, or otherwise establishes an exemption.
Under current U.S. federal income tax law, U.S. information
reporting and backup withholding requirements generally will apply
to the proceeds of a disposition of our common stock effected by or
through a U.S. office of any broker, U.S. or non-U.S., unless the holder provides a
properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8ECI or other appropriate form, or
otherwise establishes an exemption. Generally, U.S. information
reporting and backup withholding requirements will not apply to a
payment of disposition proceeds to a Non-U.S. Holder where the transaction
is effected outside the United States through a non-U.S. office of a non-U.S. broker. For information
reporting purposes, certain brokers with substantial U.S. ownership
or operations will generally be treated in a manner similar to U.S.
Backup withholding is not an additional tax. Any amounts withheld
under the backup withholding rules may be allowed as a refund or
credit against a Non-U.S.
Holder’s U.S. federal income tax liability, provided the required
information is timely furnished to the IRS. Non-U.S. Holders should consult with
their tax advisors to determine if they are eligible to obtain a
tax refund or credit with respect to amounts withheld under the
backup withholding rules.
Withholding taxes may be imposed under Sections 1471 to 1474 of the
Code (such sections are commonly referred to as the Foreign Account
Tax Compliance Act, or FATCA) on certain types of payments made to
institutions and certain other non-U.S. entities. Specifically, a U.S.
federal withholding tax of 30% may apply to dividends on , and,
subject to the discussion below, gross proceeds from the
disposition of, our common stock paid to a foreign financial
institution (as specifically defined by applicable rules),
including when the foreign financial institution holds our common
stock on behalf of a Non-U.S. Holder, unless such
institution enters into an agreement with the U.S. government to
withhold on certain payments and to collect and provide to the U.S.
tax authorities substantial information regarding U.S. account
holders of such institution (which may include certain equity
holders of such institution, as well as certain account holders
that are foreign entities with U.S. owners). Foreign financial
institutions located in jurisdictions that have an
intergovernmental agreement with the United States governing these
withholding and reporting requirements may be subject to different
rules. FATCA withholding tax will also apply to dividends on our
common stock paid to a non-financial foreign entity (as
specifically defined by applicable rules) unless such entity
provides the withholding agent with either a certification that it
does not have any substantial direct or indirect U.S. owners or
provides information regarding direct and indirect U.S. owners of
the entity. Withholding under FATCA will not apply if the foreign
financial institution or non-financial foreign entity otherwise
qualifies for an exemption from the rules.
The U.S. Treasury Department released proposed Treasury
Regulations, which, if finalized in their present form, would
eliminate the U.S. federal withholding tax of 30% applicable to the
gross proceeds of a disposition of our common stock. In its
preamble to such proposed Treasury Regulations, the U.S. Treasury
Department stated that taxpayers, including withholding agents, may
generally rely on the proposed Treasury Regulations until final
Treasury Regulations are issued.
Under certain circumstances, a Non-U.S. Holder might be eligible for
refunds or credits of such taxes. Holders are encouraged to consult
with their own tax advisors regarding the possible implications of
FATCA on their investment in our common stock.
EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR REGARDING
THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR
COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN
APPLICABLE LAW, AS WELL AS TAX CONSEQUENCES ARISING UNDER ANY
STATE, LOCAL, NON-U.S. OR
U.S. FEDERAL NON-INCOME TAX