Score one for your common sense. The rule I gave was too simplistic, and essentially wrong. The key to whether a stock or stock rights distribution is taxable (out of E&P)is apparently whether the shareholders' respective interests are changed.
Thus, if some of the shareholders can elect to take stock or cash, and some actually take cash, the stock is treated as a taxable distribution.
If some shareholders are given common stock, and others preferred stock, it's taxable.
If convertible preferred is distributed, it's taxable (unless it can be proved somewhow that it doesn't result in a disproportionate distribution).
Now, back to common sense. As far as the IRS goes, they would just as soon have ANY distribution taxed as a dividend. Anything that triggers the double tax is fine with them. The tax law, not the IRS, gives safe havens for certain stock distributions.
It's fuzzier with a REIT. If a company is trying to get any kind of special (favored) tax status, the IRS will interpret everything in a way to deny that status, if possible. Thus in PZN's case, if there is something fuzzy or subjective about the E&P distribution, the IRS would have to decide whether it would rather kill the REIT status or get the double tax.
Probably a moot discussion, as they will pay the cash and keep it simple.
P.S. Your earlier point about the $100MM investor wanting to get in AFTER the special dividend makes a lot of sense - lower price, more shares.