Private Letter Rulings - IRS Rules Tax-Exempt Bond Interest Remains Exempt
GiftLaw Note:
Issuer is a corporation described in Sec. 150(d)(2) and is also a tax-exempt Sec. 501(c)(3) organization. Issuer issued tax-exempt bonds and remained the obligor for the duration of the time that the bonds were outstanding. Issuer later redeemed the bonds using student loan payments and student loan sales. No outstanding tax-exempt bonds existed after Issuer’s redemption. Issuer now proposes to amend its articles of incorporation and bylaws to expand its 501(c)(3) purposes to include offering scholarships and grants. No plans exist for Issuer to offer more tax-exempt bonds in the future. Issuer requests a ruling that its plans to cease status as a qualified scholarship funding organization will not cause interest on the bonds to be includable in gross income.
Section 103(a) provides that gross income does not include interest on any state or local bond. Under Sec. 150(d)(3), an issuer that has outstanding tax-exempt bonds may make an election to cease status as a qualified scholarship funding corporation and still retain the tax-exempt status of the bonds if it meets the requirements of subparagraphs (B) and (C). Here, the Service held that Issuer had no outstanding bonds on the date it ceased operating as a qualified scholarship funding corporation. As such, Sec. 150(d)(3) is inapplicable. In addition, regardless of Sec. 150(d)(3)’s inapplicability, Issuer’s proposed action will not cause interest on the bonds to be includable in gross income under Sec. 103. This is because Issuer represents that it was a corporation described in Sec. 150(d)(2) at the time the bonds were issued, it was a corporation described in Sec. 150(d)(2) the entire time the bonds were outstanding and it remained the obligor on the bonds the entire time they were outstanding.
Section 103(a) provides that gross income does not include interest on any state or local bond. Under Sec. 150(d)(3), an issuer that has outstanding tax-exempt bonds may make an election to cease status as a qualified scholarship funding corporation and still retain the tax-exempt status of the bonds if it meets the requirements of subparagraphs (B) and (C). Here, the Service held that Issuer had no outstanding bonds on the date it ceased operating as a qualified scholarship funding corporation. As such, Sec. 150(d)(3) is inapplicable. In addition, regardless of Sec. 150(d)(3)’s inapplicability, Issuer’s proposed action will not cause interest on the bonds to be includable in gross income under Sec. 103. This is because Issuer represents that it was a corporation described in Sec. 150(d)(2) at the time the bonds were issued, it was a corporation described in Sec. 150(d)(2) the entire time the bonds were outstanding and it remained the obligor on the bonds the entire time they were outstanding.
7/10/2015 (4/7/2015)
Dear * * *:
This is in response to your request for a ruling that Issuer's proposed actions to cease status as a qualified scholarship funding corporation under § 150(d)(2) of the Internal Revenue Code (the "Code") will not cause interest on the Bonds to fail to be excludable from gross income under § 103.
FACTS AND REPRESENTATIONS
Issuer represents that it has been a corporation described in § 150(d)(2) since Date 1 and received a determination letter on Date 2 from the Internal Revenue Service stating that it is an organization described in § 501(c)(3) and exempt from federal income tax under § 501(a), both dates being prior to the issuance of the Bonds.
Issuer issued the Bonds on Dates 3, 4, 5, and 6, and remained the obligor on the Bonds for the duration of time the Bonds were outstanding. Using cash from both student loan payments and student loan sales, Issuer fully redeemed the Bonds by Date 7. Following retirement of the Bonds, Issuer had no outstanding tax-exempt bonds.
Issuer proposes to amend its articles of incorporation and bylaws to expand its charitable purposes as a § 501(c)(3) organization to include offering scholarships and grants to deserving students. Issuer also represents that it will not issue any tax-exempt bonds in the future.
LAW AND ANALYSIS
Section 103(a) provides, with exceptions, that gross income does not include interest on any State or local bond.
Section 150(d)(1) provides that a "qualified scholarship funding bond" is treated as a State or local bond.
Section 150(d)(2) provides that the term "qualified scholarship funding bond" means a bond issued by a corporation which --
(A) is a corporation not for profit established and operated exclusively for the purpose of acquiring student loan notes incurred under the Higher Education Act of 1965, and
(B) is organized at the request of the State or 1 or more political subdivisions thereof or is requested to exercise such power by 1 or more political subdivisions and required by its corporate charter and bylaws, or required by State law, to devote any income (after payment of expenses, debt service, and the creation of reserves for the same) to the purchase of additional student loan notes or to pay over any income to the United States.
Section 150(d)(3)(A) provides that any qualified scholarship funding bond, and qualified student loan bond, outstanding on the date of the issuer's election under that section (and any bond (or series of bonds) issued to refund such a bond) shall not fail to be a tax-exempt bond solely because the issuer ceases to be a corporation described in § 150(d)(2) if the issuer meets the requirements of subparagraphs (B) and (C) of that section.
The requirements of § 150(d)(3)(B) are met by an issuer if --
(i) all of the student loan notes of the issuer and other assets pledged to secure the repayment of qualified scholarship funding bond indebtedness of the issuer are transferred to another corporation within a reasonable period after the election is made;
(ii) such transferee corporation assumes or otherwise provides for the payment of all of the qualified scholarship funding bond indebtedness of the issuer within a reasonable period after the election is made;
(iii) to the extent permitted by law, such transferee corporation assumes all of the responsibilities, and succeeds to all of the rights, of the issuer under the issuer's agreements with the Secretary of Education in respect of student loans;
(iv) immediately after such transfer, the issuer, together with any other issuer which has made an election under § 150(d)(3) in respect of such transferee, hold all of the senior stock in such transferee corporation; and
(v) such transferee corporation is not exempt from tax under that chapter.
The requirements of § 150(d)(3)(C) are met by an issuer if, within a reasonable period after the transfer referred to in § 150(d)(3)(B) --
(i) the issuer is described in § 501(c)(3) and exempt from tax under § 501(a);
(ii) the issuer no longer is described in § 150(d)(2)(A) and (B); and
(iii) at least 80 percent of the members of the board of directors of the issuer are independent members.
When an issuer has outstanding tax-exempt bonds, it may make an election to cease status as a qualified scholarship funding corporation under § 150(d)(3), in which case it must follow the requirements described in § 150(d)(3). The purpose of § 150(d)(3) is to preserve the tax-exempt status of an issuer's qualified scholarship funding bonds and qualified student loan bonds outstanding on the date of an issuer's election (and any bond (or series of bonds) issued to refund such bonds) despite the loss of an issuer's status as a qualified scholarship funding corporation. However, § 150(d)(3) is not applicable in this case because Issuer has redeemed all its Bonds.
Regardless of the inapplicability of § 150(d)(3) in this case, Issuer's proposed actions will result in its ceasing to operate as a qualified scholarship funding corporation described under § 150(d)(2). Because Issuer represents it was a corporation described under § 150(d)(2) at the time the Bonds were issued, it was a corporation described under § 150(d)(2) for the entire time the Bonds were outstanding, and it remained the obligor on the Bonds the entire time they were outstanding, Issuer's proposed actions will not cause interest on the Bonds to fail to be excludable from gross income under § 103.
CONCLUSION
Based on the information submitted and representations made, we conclude that Issuer's proposed actions will not cause the interest on the Bonds to fail to be excludable from gross income under § 103.
The ruling contained in this letter is based upon information and representations submitted by Issuer and accompanied by a penalty of perjury statement executed by an appropriate party. While this office has not verified any of the materials submitted in support of the request for a ruling, it is subject to verification upon examination.
Except as expressly provided herein, no opinion is expressed or implied concerning the tax consequences of any transaction or item discussed or referenced in this letter.
This ruling is directed only to the taxpayer who requested it. Section 6110(k)(3) provides that it may not be used or cited as precedent.
In accordance with a Power of Attorney on file with this office, a copy of this letter is being sent to Issuer's authorized representative.
Sincerely,
Associate Chief Counsel
(Financial Institutions & Products)
By: James Polfer
Chief, Branch 5