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Plazacorp/KEYreit-- summary under Trust Acquisitions by Corporations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Acquisitions by Corporations Plazacorp (a mutual fund corporation) cash and share offer for KEYreit Overview Offer by Plazacorp for units of KEYreit. ... Offer Plazacorp is offering to purchase each outstanding KEYreit (incluidng those resulting from conversion of debentures or other securities) for $8.35 per unit in cash 1.7041 Plazacorp shares, or any combination thereof provided that the aggregate cash consideration is limited to $62.15M and the maximum share consideration is limited to the equivalent of ½ the outstanding KEYreit units (after giving effect to debenture conversions). ...

Lanesborough REIT-- summary under MFT dry income distributions Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Taxable dividends-in-kind- MFT dry income distributions Lanesborough REIT special distribution through unit issuance Overview LREIT used all of the net cash proceeds of a property sale to pay down debt. In order to distribute its resulting capital gain of $29.6 million, it will make a special distribution on all its units on December 31, 2015 to be paid by the issuance of units – except that the amount of the special distribution will be reduced to take into account LREIT's operating loss for 2015 and a 2014 non-capital loss. ...

ExxonMobil/InterOil-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco revised share and contingent cash bid with portion of cash consideration repayable based on resource assessment Overview of previous proposal The proposal for the Exxon acquisition of InterOil contemplated that a newly-incorporated B.C. subsidiary of ExxonMobil would acquire InterOil under a Yukon Plan of Arrangement, with the consideration for each InterOil share comprising that number of ExxonMobil shares having a fixed value of U.S.$45.00 per share, plus a cash payment of U.S.$26.87 per share (or U.S.$1.37B in total). ... Response to Yukon Court of Appeal decision Following a decision of the Yukon Court of Appeal reversing approval of the Plan of Arrangement, ExxonMobil has returned with the same offer (set out in a more detailed Circular of InterOil), except that the CRP cap occurs at 11 tcfe rather than 10 tcfe – and also secured a fairness opinion from BMO to InterOil which was paid for on a fixed fee rather than contingent basis. ...

Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Outbound- Delaware etc. Mergers acquisition of Polycom by Mitel in Delaware merger for cash and Mitel shares Overview The acquisition of Polycom, a NASDAQ-listed U.S. corporation by Mitel (a TSX and NASDAQ-listed Canadian corporation) in a Delaware merger (in which an indirect Delaware sub of Mitel (“Merger Sub”) is merged into Polycom, with Polycom as the survivor) is structured so that it will be treated for accounting purposes as a purchase by Mitel and as not causing Mitel to be deemed to be a U.S. corporation under Code s. 7874 – even though the market cap of Polycom is almost 50% greater than that of Mitel. ... The following is a preliminary estimate of the purchase price for the Polycom acquisition: Estimated Preliminary Fair Value Preliminary fair value estimate of cash consideration to be paid to Polycom stockholders (a) $ 423.1 Preliminary fair value estimate of share consideration to be paid to Polycom stockholders (b) 1,240.0 Preliminary fair value estimate of cash consideration to be paid to holders of Polycom RSUs and Performance Shares (c) 21.2 Preliminary fair value estimate of RSUs and Performance Shares to be issued by Mitel to replace outstanding Polycom RSU and Performance Shares (d) 74.2 1,758.5 Less: fair value of RSUs and Performance Shares attributable to post-combination services (d) (68.7) Estimated purchase price $ 1,689.8 Mitel cash funding Mitel expects to fund the cash portion of the consideration in the merger, and the refinancing of its existing credit facilities and those of Polycom, using a combination of cash on hand from the combined businesses and proceeds from new financing and has received debt commitments from Bank of America, N.A. in an aggregate principal amount of $1.085 billion. ...

For full summary see under Subsidiary S. 132.2 Mergers – Subtrust Elimination. ...

Abbastar-- summary under S. 84(2) spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 84(2) spin-offs Abbastar spins-off Anacott, Brunello, Sparz and Teldar Plan of arrangement The circular contemplates the spin-off by Abbastar of four newly-formed junior mining companies, via., Anacott, Brunello, Sparz and Teldar. ...

Suncor/COS-- summary under Triangular Amalgamations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Amalgamations- Triangular Amalgamations Triangular amalgamation squeeze-out of minority shareholders of Canadian Oil Sands in exchange for Suncor shares Overview. ...

Cortland/Pure Multi-Family-- summary under LP Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- LP Acquisitions It is proposed that an LLC (the “Purchaser”) that is an affiliate of a third party (Cortland) acquire for cash all the (listed) Class A units and (unlisted but convertible) Class B units of Pure Multi-Family REIT LP (“Pure Multi-Family”). ...

Dundee/DREAM-- summary under Butterfly spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Butterfly spin-offs Dundee butterfly spin-off of DREAM (holding 50% of Dundee Realty) Overview Dundee, which has a 70% interest in Dundee Realty, and is controlled by Ned Goodman due to a multiple voting share structure, will spin-off an approximate 50% interest in Dundee Realty to its shareholders through a butterfly reorganization, so that such shareholders will hold comparable common and subordinate voting shares of a new Ontario public company, DREAM- and so that DREAM also will be controlled by Ned Goodman. ... Plan of Arrangement Under the Plan of Arrangement: the terms of the stock options to acquire Dundee subordinate voting shares will be adjusted so that there is a right on exercise to also be paid a fraction of a DREAM subordinate voting share Dundee will transfer its common shares of Dundee Realty to Holdco in consideration for Holdco common shares (s. 85(1) election) REIT Amalco (a subsidiary of Dundee holding Dundee Realty Class C shares) will transfer such shares to Holdco in consideration for Holdco common shares (s. 85(1) joint election) Dundee dissenting shareholders will be deemed to have transferred their shares to Dundee each Dundee common share, subordinate voting share and Series 1 Preference Share will be exchanged for two shares – one of them a "butterfly" share, and the other corresponding in various attributes to the "old" share; TSX listings become effective holders of Dundee DSUs will receive "top-up" DSUs each Dundee butterfly share will be transferred by the holder to DREAM in exchange for a DREAM common, subordinate voting or special share (confusingly, also called a butterfly share), as the case may be Dundee will transfer to DREAM Sub such number of Holdco common shares as will result in it having, at the completion of the Arrangement, an aggregate 28.57% interest in the DREAM subordinate voting and common shares in consideration for 1,000,000 common shares of DREAM Sub (s. 85(1) joint election) DREAM Sub will purchase the 1,000,000 common shares for cancellation in consideration for the DREAM Sub Note, and will be deemed to have designated the resulting deemed dividend to be an eligible dividend DREAM Sub will be wound up into DREAM Dundee will redeem the Dundee butterfly shares in consideration for the issuance of a demand note (the Dundee Note) Dundee will repay the Dundee Note by delivering the DREAM Sub Note; and DREAM will repay the DREAM Sub Note by delivering the Dundee Note DREAM and Holdco will be amalgamated, so that the Holdco common shares held by DREAM will be cancelled, the Holdco common shares held by Dundee and REIT Amalco will be converted into DREAM subordinate voting shares (to be listed), the issued and outstanding DREAM subordinate voting and common shares will survive, and each holders of a DREAM butterfly share will receive a DREAM preference share (to be listed) the Exchange and Permitted Sales Agreements will become effective Permitted Sales Agreement Upon the earlier of a specified triggering event (e.g., the termination of Michael Cooper without cause, incumbent diretors of (amalgamted) DREAM ceasing to constitute a majority or persons other than Goodman/Cooper acquiring control of DREAM), SDC may require DREAM to either (i) purchase all of SDC's shares of Dundee Realty or (ii) cause the sale of all of those shares, or the liquidation of Dundee Realty (the choice among these option's being Dundee Realty‘s). ... Butterfly Completion of the Arrangement is conditional on Dundee and DREAM receiving a Canadian tax opinion from Wilson & Partners LLP that the Arrangement should qualify for butterfly treatment. ...

Trez Capital-- summary under Corporate Liquidations Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Liquidations- Corporate Liquidations orderly winding-up of mortgage investment corporation Overview The Corporation, a TSX-listed mortgage investment corporation, is proposing to maximize shareholder value through an “orderly wind-up plan,” under which it will allow its mortgages to mature or sell them before maturity at par. ... Orderly Wind-Up Plan The Orderly Wind-Up Plan will be implemented through a combination of the following actions: (i) allowing the mortgages in the Corporation's portfolio to expire at their scheduled maturities; (ii) selling mortgages in the Corporation's portfolio at par prior to their scheduled maturities; and (iii) in addition to or in lieu of the foregoing, by effecting other transactions, as determined by the Investment & Capital Management Committee, of the Corporation in its discretion. Net cash proceeds from the monetization of loans will be distributed to Shareholders in a manner that is in the best interests of Shareholders as recommended by the Investment & Capital Management Committee and approved by the Board. ...