EverArc 2020 PFIC Annual Statement
Attention: U.S. Shareholders of EverArc Holdings Limited
Date: March 1, 2021
Re: PFIC Annual Information Statement for the period ended October 31, 2020
As discussed more fully in the prospectus filed by EverArc Holdings Limited, a company incorporated in the British Virgin Islands (the "Company"), with the U.K. Financial Conduct Authority on December 12, 2019, under the caption heading "Taxation-U.S. federal income taxation-U.S. Holders-Passive foreign investment company ("PFIC") considerations" (the "U.S. Tax Disclosure") the Company believes that it may meet the definition of a passive foreign investment company ("PFIC") under Section 1297 of the Internal Revenue Code of 1986, as amended (the "Code") for its 2020 taxable year. However, there is also the possibility that subsequent circumstances in the 2021 tax year can allow the Company to avoid PFIC status in 2020 under the so-called PFIC "start-up" exception. The Company cannot presently determine if this exception would apply but will be monitoring developments and will provide appropriate information as to any potential impact to 2020 tax reporting.
The following discussion of the start-up exception is included in the U.S. Tax Disclosure:
"The PFIC rules, however, contain an exception to PFIC status for companies in their start-up year. Under this exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income if (1) no predecessor of the corporation was a PFIC; (2) it is established to the satisfaction of the IRS that the corporation will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of the first two taxable years following the start-up year.
The Company cannot provide assurance as to whether the start-up year exception will apply. For instance, the Company may not make the Acquisition during the current taxable year or the following year. If this were the case, the "start-up" exception described in the preceding paragraph would likely not apply and, as a result, the Company would likely be a PFIC. Additionally, after making the Acquisition, the Company may still meet one or both of the PFIC tests, depending on the timing of the Acquisition and the nature of the income and assets of the acquired business for either the current year or for any subsequent year.
In the event that the start-up exception does not ultimately apply, and it is determined that the Company was a PFIC in 2020, certain U.S. income tax consequences flow from this designation and these consequences may be mitigated by the U.S. shareholder electing to treat the foreign corporation as a "qualified electing fund" ("QEF") under Section 1295 of the Code. Accordingly, the Company is providing the attached PFIC Annual Information Statement pursuant to the requirements of Treasury Regulation 1.1295-1(g)(1). The PFIC Annual Information Statement contains information to enable you or your tax advisor to prepare your tax return if you elect to treat the Company as a QEF.
A U.S. shareholder who makes a QEF election is required to annually include in one's income one's pro rata share of the ordinary earnings and net capital gains for the Company. The QEF election is made by attaching IRS Form 8621 to your federal income tax return filed by the due date of the return, as extended.
U.S. shareholders should consult the U.S. Tax Disclosure for a more comprehensive discussion of the PFIC rules.
WE RECOMMEND U.S. SHAREHOLDERS CONSULT WITH THEIR TAX ADVISORS
REGARDING ANY DECISION TO MAKE (OR REFRAIN FROM MAKING) ANY
ELECTION THAT MAY BE AVAILABLE TO THEM BECAUSE ANY SUCH
DECISION WILL DEPEND UPON THEIR OWN PARTICULAR TAX SITUATION
AND MAY HAVE SIGNIFICANT AND CONTINUING U.S. TAX CONSEQUENCES.
THE COMPANY IS UNABLE TO GIVE ADVICE IN THIS REGARD.
EverArc Holdings Limited
PASSIVE FOREIGN INVESTMENT COMPANY ("PFIC")
2020 ANNUAL INFORMATION STATEMENT
The Information Statement is provided for shareholders who are United States persons. In order to assist you in preparation of Form 8621, we provide the following information:
1. Pursuant to United States Treasury Regulation Section 1.1295-1(g)(1), EverArc Holdings Limited (the "Company"), hereby represents that, to the best of its knowledge,
a. This information statement applies to the taxable year of the Company beginning on November 8, 2019 and ending on October 31, 2020 (the "Taxable Year").
b. The per unit amounts of ordinary earnings and net capital gains for each ordinary share of the Company for the period November 8, 2019 through October 31, 2020 are provided in the chart below.
Ordinary Earnings (USD)
Net Capital Gains (USD)
EverArc Holdings Limited
To determine your pro-rata share of the amounts above, multiply the amounts by the number of each share you held during the year.
i. If you owned the same number of units during starting from November 8, 2019 through October 31, 2020, multiply the number of such units by the amounts above.
ii. If you did not own the same number of units from November 8, 2019 through December 31, 2020, multiply the number of units you owned by the amounts above as well as by the number of days the units were held during this time period and divide the result by 359.
c. Your pro-rata share of cash distributions and property distributions for each ordinary share of the Company for the period specified in paragraph 1a above are as follows:
Cash Distributions (USD)
Property Distributions (USD)
The Company will permit its shareholders to inspect and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish the PFIC ordinary earnings and net capital gain, as provided in section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. federal income tax principles, and to verify these amounts and the shareholder's pro rata shares thereof.
Tracy Britt Cool
EverArc Holdings Limited
P.O. Box 173
Road Town, Tortola, British Virgin Islands
Date: February 26, 2021
THIS INFORMATION IS PROVIDED IN ORDER TO ASSIST THOSE
SHAREHOLDERS WHO HAVE MADE A QEF ELECTION WITH RESPECT TO
EVERARC HOLDINGS LIMITED IN MAKING CERTAIN PFIC CALCULATIONS AND
DOES NOT CONSTITUTE TAX ADVICE. THOSE SHAREHOLDERS ARE ADVISED
TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE OVERALL TAX
CONSEQUENCES OF THE OWNERSHIP OF SHARES ARISING IN THEIR OWN
PARTICULAR SITUATIONS UNDER UNITED STATES FEDERAL, STATE, LOCAL
AND FOREIGN LAW.