Penney’s Alters ‘Poison Pill’ Level

January 29, 2014 – In The News
Women’s Wear Daily

Ted D. Rosen was featured in the Women’s Wear Daily article “Penney’s Alters ‘Poison Pill’ Level.” While the full text can be found in the January 29, 2014, issue of Women’s Wear Daily, a synopsis is noted below.

J.C. Penney Co. Inc. has amended and extended its stockholder rights plan to preserve its tax flexibility.

The amendments include lowering beneficial ownership threshold for any person or group to qualify as an “acquiring person” to 4.9 percent from 10 percent and extending the plan’s expiration date to January 26, 2017, from its current end date of August 20.

The plan, sometimes called a poison pill, was change to protect the company’s tax benefits derived from net operating loss – or NOL – carryforwards.

The retailer said the changes take effect immediately. In addition, the amended plan will be submitted to shareholders for a vote at the company’s annual meeting scheduled for May.

Rosen said NOLs typically can be applied to the past two to three years for a tax credit.