Loral merges pursuant to a Delaware merger with Telesat Canada through creation of new Canadian partnership/corp holding structure

Telesat Canada, a Canadian corporation and global satellite operator that was mostly owned by Loral Space & Communications Inc. (a US public corporation) and Public Sector Pension Investment Board, effected a sort of merger transaction in which both Telesat and Loral became subsidiaries of an Ontario LP (Telesat Partnership) whose general partner (Telesat Corporation) became a TSX and NASDAQ-listed corporation. The transaction was largely accomplished through a merger of Loral with a Loral Delaware subsidiary (with Loral as the survivor) on which the public Loral shareholders were given the choice of receiving units of Telesat Partnership that are exchangeable into the (listed) shares of Telesat Corporation, or such shares of Telesat Corporation itself.

US tax counsel opined that Telesat Corporation should not be deemed to be a US corporation under Code s. 7874 and that Telesat Partnership should not be treated as a publicly traded partnership or a US corporation. The exchanges by the Loral shareholders for shares of Telesat Corporation or units of Telesat Partnership were considered to be non-recognition transactions under Code s. 351 or s. 721.

The merger did not qualify as a foreign merger, so that no Canadian rollover treatment applied. The resulting sandwich structure entailed a non-Canadian partnership (Telesat Partnership – held by a B.C. corporation, Telesat Corporation) holding shares of a controlled foreign affiliate (Loral) which, in turn, received FAPI income in the form of Canadian-source dividends. The disclosure states that, assuming a full current distribution of dividends at the various levels:

Telesat Corporation may deduct in computing its taxable income a prescribed portion of such dividends received by it through Telesat Partnership. In determining the amount of such dividends from Loral that may be deducted in computing its taxable income, Telesat Corporation intends not to take into account any deduction claimed by Telesat Partnership pursuant to subsection 91(5) of the Tax Act. Telesat Corporation believes that such interpretation is consistent with the rationale expressed by the CRA for its published administrative position in this regard, so that there would be no net income inclusion to the partnership, and it was considered appropriate that there also should be no net inclusion to Telesat Corporation.

These deductions would also address Telesat Partnership being a SIFT partnership.

Neal Armstrong. Summary of 16 November Non-Offering Prospectus of Telesat Corporation and Telesat Partnership and 30 June 2021 Proxy Circular (Schedule 14A) of Loral Space &Communications Inc. under Mergers & Acquisitions – Cross-Border Acquisitions – Outbound – Delaware etc. Mergers.