Just as with debt instruments between unrelated parties, the current economic downturn may cause related parties to want to modify the terms of debt instruments existing between them. And as with debt instruments between unrelated parties, modification of debt instruments between related parties may have a number of tax consequences. Certain “significant modifications” of a debt instrument will result in a deemed exchange of the unmodified instrument (“old debt”) for the modified debt instrument (“new debt”). The old debt will be treated as redeemed for an amount equal to the “issue price” of the new debt. The new debt will be treated as a newly issued debt instrument with a new issue price. If the debt instrument is not publicly traded, then the issue price of the new debt instrument is generally equal to the principal amount, provided that the debt instrument bears stated interest at least equal to the “Applicable Federal Rate.”
What constitutes a “modification” and the determination of when a modification is “significant” are the subjects of this blog post.