Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.
Principal Issues: Amendments to proposed transactions brought to our attention.
Position: Amendments to the third paragraph of Ruling D of the original rulings no. 2012-045142 and confirmation that, subject to this amendment and to the conditions, limitations, qualifications, and comments set out therein, the original Ruling no. 2012-045142 will continue to be binding on the CRA.
Reasons: In compliance with the law.
XXXXXXXXXX 2013-048334
XXXXXXXXXX, 2013
Sir,
RE: Supplemental Advance Income Tax Ruling
XXXXXXXXXX
This is in reply to your email of XXXXXXXXXX in which you advised us of additional facts and proposed transactions relating to the advance income tax ruling no. 2012-045142 (the "Ruling") dated XXXXXXXXXX, 2012, and requested a confirmation that these additional facts and proposed transactions will not affect the advance income tax rulings given in the Ruling.
Capitalized terms not defined herein are as defined in the Ruling.
As a result of your request, the following amendments are made to the Ruling:
1. Paragraph 79 of the Ruling is amended to read as follows :
When the conditions to closing under the Buyer XXXXXXXXXX Agreement and the Buyer XXXXXXXXXX Agreement, as applicable, have been met, XXXXXXXXXX, Amalco will sell shares of the capital stock of various of the New Subcos and shares of the capital stock of Subco 6 to Buyer XXXXXXXXXX, or one or more direct or indirect wholly-owned subsidiary corporations of Buyer XXXXXXXXXX, and one or more of the New Subcos or Amalco may sell certain directly held assets or shares to Buyer XXXXXXXXXX (or one or more direct or indirect wholly-owned subsidiary corporations of Buyer XXXXXXXXXX) pursuant to the terms and conditions of the Buyer XXXXXXXXXX Agreement and the Buyer XXXXXXXXXX Agreement, and the consideration received will consist of XXXXXXXXXX, and cash. Certain foreign subsidiaries of Amalco will also sell assets or shares to Buyer XXXXXXXXXX and Buyer XXXXXXXXXX, or one or more direct or indirect wholly-owned subsidiary corporations of Buyer XXXXXXXXXX, in accordance with the Buyer XXXXXXXXXX Agreement and the Buyer XXXXXXXXXX Agreement.
2. The third paragraph of Ruling D is amended to read as follows:
For greater certainty, the shares of the capital stock of the New Subcos and the shares of the capital stock of the Existing Subcos (and any other non-depreciable capital property that will not otherwise constitute Ineligible Property) that became property of Amalco on the Amalgamation will not be Ineligible Property for purposes of paragraph 88(1)(c) solely as a result of the Proposed Transactions described herein provided that Buyer XXXXXXXXXX, Buyer XXXXXXXXXX, Buyer XXXXXXXXXX (and any direct or indirect wholly-owned subsidiary corporation of Buyer XXXXXXXXXX, Buyer XXXXXXXXXX or Buyer XXXXXXXXXX that acquires such property) and the third-party lenders (described in Paragraphs 58 and 75) are not persons described in clause 88(1)(c)(vi)(B). The facts described in Paragraphs 38, 39 and 40 and the Proposed Transactions, in and by themselves, do not result in Buyer XXXXXXXXXX, Buyer XXXXXXXXXX, Buyer XXXXXXXXXX (and any direct or indirect wholly-owned subsidiary corporation of Buyer XXXXXXXXXX, Buyer XXXXXXXXXX or Buyer XXXXXXXXXX that acquires such property) or the third-party lenders (described in Paragraphs 58 and 75) being a person described in clause 88(1)(c)(vi)(B).
Considering the above, we hereby confirm that, subject to the conditions, limitations, qualifications and comments set out in the Ruling, as amended by this letter, the advance income tax rulings given in the Ruling will continue to be binding on the Canada Revenue Agency.
An invoice for our fees in connection with this file will be forwarded to you under separate cover.
Yours truly,
XXXXXXXXXX
for Director
Reorganizations Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch
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