Newmont/Goldcorp -- summary under Direct Target Acquisition


Newmont is proposing to acquire all the shares of Goldcorp pursuant to an Ontario Plan of Arrangement for consideration consisting of 0.3280 of a Newmont Share and US$0.02 in cash for each Goldcorp Share. This would be a direct acquisition, i.e., no Canadian Buyco, and no use of exchangeable shares. The acquisition would occur on a non-rollover basis for U.S. purposes, i.e., the cash boot is considered to be sufficient to “bust” the IRC s. 351 rollover.

Vistra/Crius -- summary under REIT sales proceeds distribution


Crius Energy Trust (the “Trust”) holds its US electricity and natural gas distribution business indirectly through a US corporate subsidiary (“US Holdco”). The shares of US Holdco are held through two Canadian corporate subsidiaries of the Trust; and debt owing by US Holdco (bearing interest at rates up to 11%) is held by a Canadian-resident subsidiary trust of the Trust. These Canadian subsidiaries are intended to be portfolio investment entities.

Maxar -- summary under New Non-Resident Holdco


In connection with regulatory approval of its acquisition of DigitalGlobe, Maxar Technologies Ltd. (“Maxar Canada”) committed that the Maxar group would restructure so that, by the end of 2019, the ultimate parent would be a U.S.-incorporated corporation. This was accomplished on January 1, 2019 pursuant to a B.C. Plan of Arrangement. There was a three-party exchange under which

Thomson Reuters -- summary under Share Offer


Prior to the s. 86 distribution of cash by Thomson Reuters described in a previous post, it made an issuer bid to purchase up to U.S.$9 billion of its shares for cash under a modified Dutch auction procedure. In fact, U.S.$6.5 billion in shares was tendered. Leaving aside s. 55(2), over ¾ of the purchase price was deemed to be a dividend.

Thomson Reuters -- summary under S. 86 cash distributions


On November 27, 2018, Thomson Reuters distributed US$2.3 billion to its shareholders (being a portion of the US$17 billion realized earlier in the year on an asset sale), using a s. 86 distribution. In order to avoid potentially adverse tax consequences for some shareholders in foreign jurisdictions, Thomson Reuters gave non-exempt shareholders in non-Canadian jurisdictions the right to opt out of the cash distribution so that, rather than receiving such cash, their percentage equity interest in the Corporation would increase by an appropriate amount.

Crombie REIT -- summary under Internal S. 132.2/107.4 Mergers


Crombie REIT held the units and notes of a subsidiary unit trust (Crombie Subsidiary Trust), whose principal asset was most of the partnership interests, other than exchangeable LP units held by the Empire group, in a subsidiary LP (“Crombie LP”), which held real estate and a corporate subsidiary (“CDL”).


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