|Announce Date||Ex-Dividend Date||Record Date||Pay Date||Total Distribution (per Common Share)||Amount of total distribution treated as a dividend (per Common Share)||% Per Common Share treated as a dividend||Amount of total distribution treated other than as a dividend (per Common Share)||% Per Common Share treated other than as a dividend|
|Announce Date||Ex-Dividend Date||Record Date||Pay Date||Total Distribution (per Series B Preferred Share)||Amount of total distribution treated as a dividend (per Series B Preferred Share)||% Per Series B Preferred Share treated as a dividend||Amount of total distribution treated other than as a dividend (per Series B Preferred Share)||% Per Series B Preferred Share treated other than as a dividend|
The tables above show Global Ship Lease’s cash distribution (the Distribution) paid per Class A Common Share (Common Share) since dividend payments were resumed on August 24, 2015 and per Series B Cumulative Redeemable Perpetual Preferred Share (Series B Preferred Share) since they were issued on August 20, 2014 (together, the GSL Shares). Please note that the amount of the total distribution that is treated as a dividend versus treated other than as a dividend is not determined for U.S. tax purposes until the end of each fiscal year. If you are a U.S. shareholder and you received an IRS form 1099 that does not set forth the amount of distributions treated as dividends or as other than dividends, you should contact your broker or your tax advisor.
The comments below provides a summary of the principal United States federal income tax consequences of the Distribution.
You are directed to consult your own tax advisor regarding the particular federal, foreign, state and local tax consequences of the Distribution.
TREATMENT OF THE DISTRIBUTION IN GENERAL
For U.S. federal income tax purposes, every distribution made by a corporation is made out of its earnings and profits to the extent thereof and from the most recently accumulated earnings and profits. The Distribution received by the holders of the GSL Shares should first be treated as a taxable dividend to the extent of Global Ship Lease’s current and accumulated earnings and profits that are allocated to such shares. To the extent the Distribution exceeds Global Ship Lease’s current and accumulated earnings and profits that are allocated to the GSL Shares, but does not exceed the shareholders’ tax basis in such GSL Shares, it should be treated as a non-taxable return of capital. This non-taxable return of capital reduces the shareholders’ tax basis in the GSL Shares. To the extent the Distribution exceeds the shareholders’ tax basis in the GSL Shares, it should be treated as a taxable capital gain.
THE DISTRIBUTION TO U.S. SHAREHOLDERS
Under current law, subject to holding period requirements and certain other limitations, dividends received with respect to publicly traded shares by a shareholder that is a U.S. citizen or resident individual, trust or estate (together, Non-Corporate U.S. Shareholder), generally will be treated as “qualified dividend income” that is taxable to such Non-Corporate U.S. Shareholder at preferential capital gain tax rates. The portion of the Distribution treated as a dividend is considered “qualified dividend income” if the following conditions are satisfied:
(1) The GSL Shares are readily tradable on an established securities market in the United States (such as the New York Stock Exchange on which such shares are traded);
(2) Global Ship Lease is not a passive foreign investment company (PFIC) for the taxable year during which the dividend is paid or the immediately preceding taxable year. A PFIC, in general, is a corporation that earns 75% or more of its income from a passive source or uses at least 50% of its assets to earn passive income. We do not believe that Global Ship Lease is, has been, or is expected to be a PFIC;
(3) The Non-Corporate U.S. Shareholder holds the GSL Shares for more than 60 days during the 121-day period that begins 60 days before the ex-dividend date. The ex-dividend date is the first date following the declaration of a dividend on which the buyer of the GSL Shares is not entitled to receive the next dividend payment. Instead, the seller will get the dividend; and
(4) The Non-Corporate U.S. Shareholder is not under an obligation to make related payments with respect to positions in substantially similar or related property.
Qualified dividend income is taxed at a preferential maximum rate of 0%, 15%, or 20%, depending on the income level of the taxpayer. However, if the above listed conditions are not satisfied or if the U.S. shareholder is a U.S. corporation, then that part of the Distribution characterized as dividends should be treated as ordinary income taxable at the regular graduated income tax rates.
Special rules may apply to any “extraordinary dividend” paid by us. Generally, an extraordinary dividend is a dividend with respect to a share of stock that is equal to or in excess of 10% of a common shareholder’s, or 5% of a preferred shareholder’s, adjusted tax basis (or fair market value upon the shareholder’s election) in such share. In addition, extraordinary dividends include dividends received within a one year period that, in the aggregate, equal or exceed 20% of a shareholder’s adjusted tax basis (or fair market value). If we pay an extraordinary dividend on our shares that is treated as qualified dividend income, then any loss recognized by a Non-Corporate U.S. Shareholder from the sale or exchange of such shares will be treated as long-term capital loss to the extent of the amount of such dividend.
U.S. INTERNAL REVENUE CODE SECTION 6045B REPORTING
Effective January 1, 2011, issuers of corporate stock must begin reporting corporate actions that affect the stock basis, including but not limited to mergers, stock splits, stock dividends, recapitalizations and distributions in excess of cumulative earnings and profits. The following information is intended to meet the requirements of public disclosure pursuant to Treasury Regulation Section 1.6045B-1(a)(3) and (b)(4) for Global Ship Lease.
Form 8937 Dividend to Class A Common Shares - November 2015 91.5 KB
Form 8937 Dividend to Preferred Shares - October 2015 94.0 KB
Form 8937 Dividend to Preferred Shares 2014 89.3 KB