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: Whether partnership qualifies as a excluded subsidiary entity following reorganization
Position: Yes
Reasons: Meets statutory requirements
XXXXXXXXXX 2010-035873
XXXXXXXXXX , 2010
Dear Sirs:
Subject: XXXXXXXXXX and XXXXXXXXXX , the general partner of the Partnership and acting on behalf of the holders of units of the Partnership (collectively the "Taxpayers")
Advance Income Tax Ruling
This is in reply to your letter of XXXXXXXXXX in which you requested an advance income tax ruling on behalf of the taxpayers referred to above. We also acknowledge the information provided during our telephone conversations and correspondence concerning your request. The information or documents submitted in the course of processing your request are part of this letter only to the extent described herein.
We understand that to the best of your knowledge and that of the taxpayers on whose behalf this ruling is being requested, none of the issues involved in this ruling request is:
(a) in an earlier return of the Taxpayers or related persons;
(b) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the Taxpayers or related persons;
(c) under objection by the Taxpayers or related persons;
(d) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired; or
(e) the subject of a ruling previously considered by the Income Tax Rulings Directorate.
DEFINITIONS
Unless otherwise expressly stated, every reference herein to the "Act" or to a part, subdivision, section or subsection, paragraph or subparagraph and clause or subclause is a reference to the relevant provision of the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended from time to time and consolidated to the date of this letter and the Income Tax Regulations thereunder are referred to as the "Regulations."
In this letter, all monetary amounts are expressed in Canadian dollars unless otherwise indicated, and the following terms or expressions have the meaning specified:
"XXXXXXXXXX Prospectus" means the prospectus dated XXXXXXXXXX under which units of the Partnership were first issued to the public;
"adjusted cost base" or "ACB" has the meaning assigned by section 54;
"Amended Partnership Agreement" means the amended and restated partnership agreement between the GP, the GP Subsidiary and Newco that will result from the proposed amendments to the Partnership Agreement described in Paragraphs 29 and 30;
"arm's length" has the meaning assigned by subsection 251(1);
"BCA" means the Companies Act, XXXXXXXXXX ;
"business number" or "BN" has the meaning assigned by subsection 248(1);
"Canadian resident partnership" has the meaning assigned by subsection 248(1);
"CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended through the date hereof;
XXXXXXXXXX ;
"CRA" means the Canada Revenue Agency;
"Closing Date" means the effective date of the Plan of Arrangement which will be no later than XXXXXXXXXX ;
"Common Shares" means the common shares of Newco having the following attributes (i) a right to receive notice of and to attend and to vote at all meetings of shareholders of Newco, on the basis of one vote for each common share held, (ii) equal rights to all dividends declared by Newco, and (iii) equal rights to receive the remaining property of Newco on a liquidation, dissolution or winding-up of Newco, whether voluntary or involuntary;
"Distributions" means the distributions made by the Partnership to its partners in accordance with the Partnership Agreement, and, for greater certainty, includes the Newco Distribution Amount;
"Exchange" means the exchange of Public LP Units for Common Shares as described in Paragraph 25;
"excluded subsidiary entity" has the meaning assigned by subsection 122.1(1);
"FMV" or "fair market value" means the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length and under no compulsion to act and contracting for a taxable purchase and sale expressed in terms of cash;
"General Partner" refers to XXXXXXXXXX ;
"GP Parent" refers to XXXXXXXXXX , a company incorporated under the BCA;
"GP Subsidiary" refers to XXXXXXXXXX ;
"GP Subsidiary LP Units" means the XXXXXXXXXX LP Units held by the GP Subsidiary;
"GP Units" means the XXXXXXXXXX Units in the Partnership held by the General Partner;
"Information Circular" means the management information circular of the Partnership describing the Exchange and incorporating the Plan of Arrangement, to be mailed by the Partnership to all Unitholders prior to the holding of the special meeting of Unitholders;
"LP Units" means the XXXXXXXXXX Units in the Partnership held by the GP Subsidiary and the Public Unitholders;
"Newco" means a corporation to be incorporated under the CBCA with a share capital consisting of one class of shares being the Common Shares;
"Newco Distribution Amount" means the increase in the distribution entitlement of Newco that will result from amendments to the Partnership Agreement as further described in Paragraph 29;
"non-portfolio property" has the meaning assigned by subsection 122.1(1);
"paid-up capital" or "PUC" has the meaning assigned by subsection 89(1);
"Paragraph" refers to a numbered paragraph of this letter;
"Partnership" refers to XXXXXXXXXX , a limited partnership formed under the laws of the Province of XXXXXXXXXX and governed by the Partnership Agreement;
"Partnership Agreement" means the amended and restated limited partnership agreement made among XXXXXXXXXX , the predecessor of the GP Subsidiary, and each person who becomes a holder of units, executed on XXXXXXXXXX ;
"Partnership Debt" means the approximately $XXXXXXXXXX of debt "on-loaned" by the General Partner to the Partnership on essentially the same terms and conditions as the Public Debt;
"Plan of Arrangement" means a plan of arrangement under section 192 of the CBCA expected to be submitted to Unitholders for approval at a special meeting of Unitholders and to be approved by the XXXXXXXXXX Court of Justice;
"Project" means the XXXXXXXXXX ;
"Proposed Transactions" means the transactions described in Paragraphs 20 to 33;
"Public Debt" means the approximately $XXXXXXXXXX of publicly traded debt issued between XXXXXXXXXX and XXXXXXXXXX in several series with variable maturities and interest rates by the General Partner and guaranteed by the Partnership. The Public Debt was generally on-loaned to the Partnership through the issuance of the Partnership Debt. The Public Debt is secured by a pledge of the Partnership Debt;
"Public LP Units" means the XXXXXXXXXX LP Units which are held by the Public Unitholders,
"Public Unitholders" means the persons who hold the Public LP Units;
"related persons" has the meaning assigned by subsection 251(2);
"SIFT partnership" has the meaning assigned by subsection 197(1);
"SIFT Rules" means the rules relating to SIFT partnerships set out in sections 197 and 122.1 as well as all other ancillary provisions of the Act;
"SIFT wind-up entity" has the meaning assigned by subsection 248(1);
"SIFT wind-up entity equity" has the meaning assigned by subsection 248(1);
"SIFT wind-up corporation" has the meaning assigned by subsection 248(1);
"specified financial institution" has the meaning assigned by subsection 248(1);
"stated capital" means stated capital as that term is used in the CBCA;
XXXXXXXXXX ;
"taxable Canadian corporation" or "TCC" has the meaning assigned by subsection 89(1);
"Term Sheet" means the term sheet outlining the key features of the proposed structure of Newco and the Partnership dated XXXXXXXXXX ;
"Unitholders" means the holders from time to time of units of the Partnership whose names appear on the register of the Partnership; and
"Units" means collectively the GP Units, the GP Subsidiary LP Units and the Public LP Units. All of the Units are of a single class and have the same attributes.
FACTS
1. The Partnership is a limited partnership formed on XXXXXXXXXX under the laws of the Province of XXXXXXXXXX .
2. The head office of the Partnership is located at XXXXXXXXXX , its filer identification number is XXXXXXXXXX and its partnership number is XXXXXXXXXX .
3. The General Partner is a TCC incorporated under the BCA. The General Partner deals with the XXXXXXXXXX Tax Services Office and files its returns with the XXXXXXXXXX Tax Center. The General Partner's business number is XXXXXXXXXX .
4. All of the issued and outstanding shares of the General Partner are held by GP Parent.
5. All of the issued and outstanding shares of GP Parent are held by XXXXXXXXXX .
6. The GP Subsidiary is a TCC formed by amalgamation under the BCA and is a wholly-owned subsidiary of the General Partner. The GP Subsidiary is a successor to XXXXXXXXXX , the initial limited partner (XXXXXXXXXX) named under the Partnership Agreement. The GP Subsidiary deals with the XXXXXXXXXX Tax Services Office and files its returns with the XXXXXXXXXX Tax Center. The GP Subsidiary's business number is XXXXXXXXXX .
7. XXXXXXXXXX
8. XXXXXXXXXX
9. XXXXXXXXXX the General Partner has been and is the sole general partner of the Partnership.
10. The limited partners (XXXXXXXXXX) of the Partnership are currently the GP Subsidiary and the Public Unitholders.
11. As of XXXXXXXXXX , the XXXXXXXXXX GP Units represent approximately XXXXXXXXXX % of the XXXXXXXXXX outstanding Units in the Partnership.
12. As of XXXXXXXXXX , the XXXXXXXXXX Public LP Units represent approximately XXXXXXXXXX % of the XXXXXXXXXX outstanding Units in the Partnership.
13. As of XXXXXXXXXX , the XXXXXXXXXX GP Subisidiary LP Units represent the remainder of the XXXXXXXXXX outstanding Units in the Partnership. The GP Subsidiary has held these XXXXXXXXXX Units since XXXXXXXXXX .
14. The principal assets of the Partnership consist of (i) business property, consisting mainly of the assets used in the business of XXXXXXXXXX, (ii) limited partnership interests, (iii) shares of taxable Canadian corporations, and (iv) shares of non-resident corporations. The assets of the Partnership include non-portfolio property.
15. The liabilities of the Partnership include the Partnership Debt owed to the General Partner. The Partnership Debt was funded by the Public Debt issued by the General Partner. Neither the Partnership Debt nor any other liability of the Partnership is convertible into, or exchangeable for, equity of the Partnership or another entity, where equity has the meaning assigned under subsection 122.1(1), nor is any amount paid or payable in respect of any liability of the Partnership contingent or dependant on the use of or production from property, or is computed by reference to revenue, profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payable to shareholders of any class of shares of the capital stock of a corporation, or to income or capital paid or payable to any member of a partnership or beneficiary under a trust.
16. Other than the Units, the Partnership has no "equity," within the meaning of the definition of this term in subsection 122.1(1), which is "listed or traded on a stock exchange or other public market," within the meaning of this expression as used in the definition of "excluded subsidiary entity" in subsection 122.1(1).
17. The Partnership carries on a business of XXXXXXXXXX services as described at Article XXXXXXXXXX of the Partnership Agreement. In its XXXXXXXXXX taxation year the Partnership and its subsidiaries generated revenues of $XXXXXXXXXX and net income of $XXXXXXXXXX .
18. The Partnership has a XXXXXXXXXX fiscal year-end.
19. Pursuant to Article XXXXXXXXXX of the Partnership Agreement, the Partnership's income or loss for income tax purposes is allocated to each Unitholder based on the proportion of Distributions received by each Unitholder to total Distributions during the relevant fiscal period.
PROPOSED TRANSACTIONS
20. Newco will be incorporated under the CBCA. Newco will have a head office located at XXXXXXXXXX . Newco will be a TCC. Newco's capital stock will consist solely of the Common Shares.
21. The General Partner will initially subscribe for XXXXXXXXXX Common Shares of Newco for a total consideration of $XXXXXXXXXX .
22. Pursuant to the Plan of Arrangement, the Proposed Transactions will take place as of the Closing Date in the sequence set out in Paragraphs 25 to 31.
23. Prior to the Exchange, the Partnership will make a distribution to the Unitholders on record on XXXXXXXXXX and will pay such distribution on or about XXXXXXXXXX .
24. Subject to a determination of the XXXXXXXXXX Court of Justice, the Plan of Arrangement will require the approval of (i) XXXXXXXXXX % or more of the total votes cast by all holders of Units present in person or by proxy at the special meeting, (ii) a simple majority of the votes of all holders of Units present in person or by proxy at the special meeting, excluding Units beneficially owned or over which control or direction is exercised by "interested parties" and certain others (XXXXXXXXXX ); and by (iii) XXXXXXXXXX % or more of the votes cast by the Public LP Unitholders (excluding affiliated entities of the Partnership, as such term is defined in the Partnership Agreement) present (in person or by proxy).
25. Newco will acquire all of the Public LP Units in consideration for it issuing Common Shares XXXXXXXXXX (the "Exchange"). Newco will add to the stated capital of the Common Shares an amount equal to the sum of the FMV of the Public LP Units acquired.
26. At the request of any Public Unitholders, Newco will jointly elect with such holder under subsection 85(1) in respect of a transfer of Public LP Units described in Paragraph 25 by such holder, provided that such transfer by such holder complies with the requirements under such subsection.
27. The GP Subsidiary will not transfer any of the GP Subsidiary LP Units to Newco during the XXXXXXXXXX -day period following the Closing Date.
28. The Units will be de-listed from the XXXXXXXXXX effective as of the Closing Date and the Common Shares will be listed on the XXXXXXXXXX starting on the first business day following the Closing Date.
29. In accordance with the Term Sheet, the Partnership Agreement will be amended to provide for the Newco Distribution Amount, being an increase of the Partnership distributions otherwise payable to Newco, and a corresponding reduction for the other partners of the Partnership. The Newco Distribution Amount shall be paid each year, subject to a maximum amount of $XXXXXXXXXX that can be distributed in any year, until a total of $XXXXXXXXXX has been distributed to Newco. It is anticipated that the Newco Distribution Amount will be fully distributed within XXXXXXXXXX years. The total amount of tax that would otherwise be payable by all of the partners of the Partnership without the Newco Distribution Amount is not expected to be reduced or postponed as a result of the distribution of the Newco Distribution Amount.
30. The Partnership Agreement will also be amended to provide for certain changes to the governance of the Partnership, including, without limitation, to:
- allow Newco to nominate directors of the General Partner in proportion to its ownership interest in the Partnership, as long as Newco holds at least XXXXXXXXXX % of the outstanding Units;
- implement a distribution policy and require the consent of Newco as long as Newco holds at least XXXXXXXXXX % of the outstanding Units in order to amend the distribution policy of the Partnership;
- require consent from all partners for a waiver of any default and release of the general partner from any claims;
- provide that the Partnership will be required to provide its financial statements to its partners timely and in a form ready for Newco public reporting;
- introduce a right, under certain circumstances, to participate as a bidder in respect of the sale of assets of the Partnership, of GP Units by the General Partner and of shares of the General Partner held by the GP Parent;
- grant each of Newco and the General Partner a pre-emptive right in the context of a new issue of Units;
- introduce a review process for certain business opportunities and acquisitions submitted to the board of directors of the General Partner, in its capacity as general partner of the Partnership, and a right for the partners to offer to pursue such business opportunities and acquisitions on their own or on a partnership basis;
- maintain take-over bid protection measures (subject to specific exemptions) by having the General Partner undertake not to sell any of the GP Units and the GP Parent undertake not to sell any shares of the General Partner pursuant to a take-over bid under circumstances in which applicable securities legislation would have required the same offer to be made to all holders of Units;
- XXXXXXXXXX ; and
- provide for prohibition on any action or transaction that could cause the Partnership to cease to be an excluded subsidiary entity.
All of the changes to be made to the Partnership Agreement, including those outlined above, are authorized by the Partnership Agreement and will not result in dissolution of the Partnership pursuant to the XXXXXXXXXX .
31. Newco will redeem the XXXXXXXXXX Common Shares held by the General Partner for their FMV.
32. In accordance with the Term Sheet, a non-competition undertaking will be provided by Newco to the Partnership with respect to certain "Restricted Activities" (as defined in the Term Sheet) (the "Non-Competition Agreement"). No consideration of any kind is being received by Newco with respect to the Non-Competition Agreement.
33. A XXXXXXXXXX -year management agreement will be entered into between the Partnership and Newco.
34. In accordance with the Term Sheet, Newco or a wholly owned subsidiary of Newco will have the right to acquire within XXXXXXXXXX days of the Closing Date XXXXXXXXXX % of the Partnership's indirect interest in the Project.
35. The Partnership distributions for the fiscal year XXXXXXXXXX are expected to exceed the income of the Partnership in a manner that is consistent with the Partnership's practice in the XXXXXXXXXX immediately preceding fiscal periods.
36. The Partnership will reimburse Newco for costs relating to initially setting up the Newco structure that are not otherwise paid for or assumed by the Partnership. Additionally, pursuant to the management agreement referred to in Paragraph 33, the Partnership undertakes to reimburse Newco's administrative expenses following the completion of the Proposed Transactions, subject to certain carve outs, to a maximum annual amount and a termination date to be determined based on the occurrence of specific events, as described in the Term Sheet.
37. Each of the Public Unitholders deal at arm's length with the General Partner, the GP Subsidiary and the Partnership. Each of the Public Unitholders will deal at arm's length with Newco. Following the completion of the Proposed Transactions, Newco will deal at arm's length with the General Partner, the GP Subsidiary and the Partnership.
38. None of the Public Unitholders will be affiliated with Newco within the meaning of section 251.1.
39. The definition of SIFT partnership has never applied to the Partnership by reason of subsection 197(8).
40. The LP Units represent interests, as a member of the Partnership, where, by operation of any law governing the arrangement with respect to the Partnership, the liability of any member as a member of the Partnership is limited.
41. The Partnership will be a Canadian resident partnership at all relevant times.
42. The Partnership is a SIFT wind-up entity.
43. The Public LP Units and the GP Subsidiary LP Units are SIFT wind-up entity equity.
44. Newco will not be a SIFT wind-up corporation at any relevant time.
45. Newco will not, as part of a series of transactions that includes the Proposed Transactions, acquire the GP Subsidiary LP Units or otherwise become the owner of all of the SIFT wind-up entity equity of the Partnership.
46. None of the General Partner, the GP Subsidiary or the Partnership is a specified financial institution or a specified person in relation to a specified financial institution. Newco will not be a specified financial institution or a specified person in relation to a specified financial institution.
47. In the event the Partnership decides to raise additional capital to improve the Partnership's debt/equity ratios, Newco intends to issue Common Shares to the public after the Proposed Transactions are completed and exercise its pre-emptive right to subscribe for additional units of the Partnership with funds raised by Newco from such issuance.
PURPOSE OF THE PROPOSED TRANSACTIONS
The purpose of the Proposed Transactions is to reorganize the ownership of the Partnership to create a structure under which none of the Units will be listed on a recognized stock exchange and all of the Units will be owned by taxable Canadian corporations and as such the Partnership will not be considered a SIFT partnership.
XXXXXXXXXX . The status quo, whereby the Partnership becomes a taxable entity, was deemed to be an unattractive alternative from a public markets perspective due to its inherent regulatory and statutory limitations.
The restructuring to be implemented pursuant to the Proposed Transactions, was considered the most acceptable alternative for all stakeholders from an economic and business perspective when coupled with the Newco Distribution Amount. It addresses the SIFT Rules in a manner that (i) allows for a broader base of potential investors when compared to a taxable partnership structure and (ii) increases the universe of investors by allowing Newco to be a viable stand-alone entity capable of raising additional debt and equity capital to undertake projects independently of the Partnership, thereby providing potential growth for investors of Newco. In addition, Newco will have a completely independent governance structure with the ability to raise debt and recapitalise itself to optimise its cost of capital and the equity return for investors.
For a temporary period, the value of the Public LP Units (and by extension the Common Shares) will be supported by the Newco Distribution Amount in order to allow the public markets to adjust to the fact that distributions from the Partnership will become subject to an intermediate level of tax. The Newco Distribution Amount will partially protect, for a period of XXXXXXXXXX years, the value of the public's investment and investor appetite in the Partnership through Newco. The ongoing ability of Newco to access the public capital markets is critical to the Partnership from a business and future source of financing perspectives.
The Newco structure was also viewed as favourable because of its simplicity and effectiveness in protecting the General Partner's credit rating and access to low cost of capital. The Newco structure does not require the consent from lenders and bondholders which are critical to the success in a rate regulated business environment.
RULINGS
Provided that the preceding statements constitute a complete and accurate disclosure of all of the relevant facts, all relevant transactions, and the purpose of the Proposed Transactions, and provided that the Proposed Transactions are completed in the manner described above, our rulings are as set forth below:
A. Subsections 85.1(7) and (8) will not apply to the transfer of any Public LP Units to Newco pursuant to the Exchange.
B. At all times during its taxation year commencing on XXXXXXXXXX , the Partnership will constitute an "excluded subsidiary entity" within the meaning of subsection 122.1(1), provided the Proposed Transactions are executed and none of the Units or other equity of the Partnership (where equity has the meaning assigned by subsection 122.1(1)) is listed or traded on a stock exchange or other public market nor held by any person other than those listed at clauses (b)(i)-(b)(v) of the definition of excluded subsidiary entity under subsection 122.1(1).
C. Neither subparagraph 40(2)(g)(i) or paragraph 40(3.4)(a) will apply to deem any capital loss realized by a Public Unitholder on the Exchange of Public LP Units for Common Shares to be nil.
D. The Proposed Transactions and the payment of the Newco Distribution Amount will not, in and of themselves, result in the application of subsection 103(1).
E. The Proposed Transactions and the payment of the Newco Distribution Amount by the Partnership to Newco will not, in and of themselves, cause Subsection 56(2) or 246(1) to apply so as to cause any part of the Newco Distribution Amount to be taxed as income in the hands of the General Partner or the GP Subsidiary.
F. Paragraph 12(1)(x) will not apply to the Newco Distribution Amount in any taxation year to the extent that such amount is otherwise included in computing Newco's income under the Act for the year.
G. Newco's ACB of the Public LP Units acquired in the Exchange:
(a) in respect of which valid elections under section 85 of the Act are filed on a timely basis, will be equal to the amount determined under subsection 85(1); and
(b) in respect of which no elections under section 85 of the Act are filed, will equal the amount added to the stated capital of the Common Shares in respect of the issuance of such shares as consideration for the particular Public LP Units.
For greater certainty, subsection 85(2.1) will apply in determining the paid-up capital of the Common Shares.
H. The requirement under the Amended Partnership Agreement to allocate and distribute the Newco Distribution Amount will not, in and of itself, cause the Common Shares to be considered "taxable preferred shares," "term preferred shares" or "short-term preferred shares" within the meaning of subsection 248(1).
I. Provided that there is no dissolution of the Partnership pursuant to the XXXXXXXXXX , the amendments to the Partnership Agreement will not, in and of themselves, result in a disposition of any of the Units.
J. For the purposes of section 116, the Public LP Units owned by a Public LP Unitholder who is not a resident of Canada at the time of the Exchange will be excluded property by virtue of paragraph 116(6)(b).
K. Subsection 245(2) will not be applicable as a result of the Proposed Transactions, in and by themselves, to redetermine the tax consequences confirmed in the rulings given above.
The above rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002 and are binding on the CRA provided that the Proposed Transactions are completed on or before XXXXXXXXXX .
The above rulings are based on the law as it presently reads and do not take into account any proposed amendments to the Act and the Regulations which, if enacted into law, could have an effect on the ruling provided herein.
Unless otherwise confirmed in the above rulings, nothing in this letter should be construed as implying that the CRA has confirmed, reviewed, made any determination or accepted any method for determination in respect of:
a. the PUC of any share or the ACB or FMV of any property referred to herein; or
b. any other tax consequence relating to the facts, Proposed Transactions or any transaction or event taking place either prior to the Proposed Transactions or subsequent to the Proposed Transactions, whether described in this letter or not, other than those specifically described in the rulings given above, including whether any of the Proposed Transactions would also be included in a series of transactions or events that include other transactions or events that are not described in this letter.
In our view, the calculation of Newco's at-risk amount in respect of its investment in the Partnership at a particular time will be reduced by the amount, if any, by which $XXXXXXXXXX exceeds the total Newco Distribution Amount distributed to Newco before that time pursuant to paragraph 96(2.2)(d).
OPINION
Provided that the proposed addition of subsection 96(1.01) is enacted in substantially the same form as was described in section 91 of former Bill C-10, which received second reading in the Senate on December 4, 2007 in the 2nd Session of the 39th Parliament, but which was not passed into law, the ACB of the Public LP Units will reflect the Partnership income allocable to the Public LP Units for the fiscal period of the Partnership that is deemed by subparagraph 96(1.01)(b)(ii) to end immediately before the time that is immediately before the time that the holders of the Public LP Units cease to be members of the Partnership.
Provided that the proposed additions of section 56.4 and paragraph 68(c) are enacted in substantially the same form as was described in sections 71 and 77 respectively of former Bill C-10, which received second reading in the Senate on December 4, 2007 in the 2nd Session of the 39th Parliament, but which was not passed into law, neither of these new provisions will apply to any amounts received or receivable in respect of the Non-Competition Agreement provided by Newco.
Yours truly,
XXXXXXXXXX
Manager
Reorganizations and Resources Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch
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