Principal Issues: This ruling is a major revision of, and therefore replaces and rescinds, Ruling # 2000 - 005024, dated XXXXXXXXXX , 2000. This is a spin-off butterfly of two corporations (Cco/XXXXXXXXXX and Dco/XXXXXXXXXX ) by a specified wholly-owned corporation (Opco/XXXXXXXXXX .) taking advantage of new subsection 55(3.02) of the Act permitting a no-types-of-property distribution to an acquiring company. XXXXXXXXXX . The purpose of the spin-off is to move Opco's XXXXXXXXXX businesses into two separate corporations and consolidate the XXXXXXXXXX assets in preparation for taking the group public in an initial public offering.
(1) The spin-off falls under the paragraph 55(3)(b) butterfly exception and will take advantage of new subsection 55(3.02) of the Act.
(2) As part of the reorganization, Opco will pay a safe income dividend to Pubco and Bco by way of a PUC increase.
(3) After the butterfly, Opco will sell certain indirectly-owned assets to two related corporations.
Position:
(1) The taxpayer qualifies for a public company spin-off taking advantage of the new no-types-of-property rules in subsection 55(3.02).
(2) The PUC increase is acceptable.
(3) The sale of the assets is acceptable.
Reasons:
(1) Since Opco satisfies the definition of "specified corporation" in subsection 55(1), it qualifies for the subsection 55(3.02) exception.
(2) The PUC increase does not constitute a transfer of property from the distributing corporation to its shareholders and therefore the increase does not have an impact on the pro rata test for a distribution.
(3) The sale of the assets after the butterfly does not offend paragraph 55(3.1)(d).