You said, "...the special dividend must be paid representing a REIT-type payout on earnings of a pre-merged entity. If PZN is not going to be able to pay out that dividend and loses REIT status, they would have to pay taxes on that previous income..."
No, no, no. The tax has already been paid. To qualify as a REIT, PZN has to pay out any C (regular) corporate earnings and profits (the "special" dividend"). Tax was already paid on those earnings, and the after tax amount is what would be paid out. While the special dividend is fully taxable to recipients, it isn't deductible to PZN. If it isn't paid, there is zero tax consequence, other than not being a REIT.