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Canderel/ Cominar-- summary under LP Acquisitions of Trusts Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- LP Acquisitions of Trusts Overview After the purchase of a portion of the assets of the REIT (a closed-end unit trust and mutual fund trust holding mostly Quebec real estate directly and through subsidiaries (mostly LPs)) by Group Mach and Blackstone purchasers, the REIT declared a special in-kind distribution to push out all the gains (which was expected to not include more than $43M of net recapture income) resulting from such sales and a s. 111(4)(e) designation, with such special distribution paid by way of issuing units (followed immediately by a unit consolidation). ...

Melcor Developments/ REIT-- summary under Privatizations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Privatizations Melcor Developments proposed purchase of the partnership interest of Melcor REIT in their joint LP followed by a redemption of the REIT units Overview Developments, a TSX-listed company, has a 55.4% effective interest in the REIT as a result of holding exchangeable Class B units in the subsidiary limited partnership of the REIT (the LP) and special voting units (SVUs) of the REIT, and is the REIT’s external manager. ...

.$3 billion, Class A 9% cumulative compounding perpetual voting preferred shares of Holdings ("preferred shares") and (b) a warrant to purchase common shares (the "warrant"), which will represent 1.75% of the fully diluted common shares of Holdings as of the completion of the transactions, at an exercise price per Holdings common share of $0.01; transactions will result in the Berkshire subscription proceeds being contributed to Amalgamation Sub; each Tim Hortons common share held by a dissenting shareholder will be transferred to Amalgamation Sub by the holder thereof; Tim Hortons deferred stock units will be cash settled and performance stock units and restricted stock units will be settled through issuances of Tim Hortons common shares; each outstanding Tim Hortons common share (not held by Amalgamation Sub) will be transferred to Amalgamation Sub in exchange for, (i) the arrangement cash consideration, (ii) the arrangement mixed consideration or (iii) the arrangement shares consideration, as elected (with the arrangement mixed consideration being applicable if no election is made) subject to applicable proration and fractional share settlement in cash – with the consideration to Holdings for delivering, on behalf of Amalgamation Sub, Holdings common shares directly to Tim Hortons shareholders, being the issuance to it of Amalgamation Sub common shares (the "AS delivered common shares"); each Tim Hortons option (and its tandem stock appreciation right) other than the options surrendered in 5 above will be exchanged for a Holdings option (with a tandem stock appreciation right) to acquire Holdings common shares; transfer agreements will result in all AS delivered common shares (see 6) being contributed to an indirect wholly-owned Delaware LLC subsidiary of Holdings; Holdings, Partnership and the Trustee will execute the voting trust agreement, Holdings will issue the special voting share to the Trustee and the stated capital of the Tim Hortons common shares will be reduced to $1.00; and at 5:00 p.m., Toronto time, on the first business day following the date of the arrangement, Amalgamation Sub and Tim Hortons will amalgamate to form a new amalgamated company (also, the "Amalgamation Sub"), so that the separate legal existence of Amalgamation Sub will cease without Amalgamation Sub being liquidated or wound up, and Amalgamation Sub and Tim Hortons will continue as one company. Burger King Worldwide merger On the merger: Merger Sub will be merged with and into Burger King Worldwide, with Burger King Worldwide as the "Surviving Company;" each share of Merger Sub held by Holdings and Partnership will be converted into one share of the Surviving Company and Surviving Company will further issue its shares to Holdings and to Partnership in consideration of Holdings' issuing the Holdings consideration in (c) below and Partnership issuing the exchangeable consideration in (d) below [see also 2001-0068223]; except as noted in (d) below, each common share of Burger King Worldwide will be converted into the right to receive 0.99 newly issued Holdings common shares and 0.01 newly issued exchangeable units of Partnership (the "Holdings consideration") (plus cash in lieu of any fractional share); and if the BKW stockholder has made an "exchangeable election" in respect of the BKW share, it instead will be converted into the right to receive one exchangeable unit of Partnership (the "exchangeable consideration"); however, the maximum number of Partnership exchangeable units to be issued will be limited to ensure that Holdings' interest in Partnership is at least 50.1% of the fair market value of all equity interests in Partnership – so that proration may apply. ...

Jackpotjoy/Intertain-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions Use by Intertain of an exchangeable share structure in connection with interposing a new public U.K. holding Overview Intertain, which is an OBCA holding company listed on the TSX, holds most of its assets in non-resident subsidiaries and generates substantially all of its (on-line gaming) revenues in Europe through such subsidiaries. ... Exchangeable Share Retraction Price Means the “Jackpotjoy Share Consideration” (i.e., one Jackpotjoy Share – or, at the option of Jackpotjoy, AmalCo or CallCo, as the case may be, or in the case of a U.S. ...

Loblaw/GWL/Choice-- summary under Butterfly spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Butterfly spin-offs Loblaw spin-off of Choice REIT to GWL pursuant to a double butterfly and triangular amalgamation Overview Loblaw has a substantial real estate rental portfolio (much of it being stores rented to it plus the former CREIT portfolio) held through Choice REIT. ... WFIC Sub will transfer all of the LCL Common Shares that it owns to WFIC Sub Holdco for 10,000 common shares of WFIC Sub Holdco, electing under s. 85(1) – and similarly for LCL Common Share drop-downs by Rocky to Rocky Holdco, and by Rocky Sub to Rocky Sub Holdco. ...

Had the REIT now held CDL directly, this would have been accomplished by incorporating a subsidiary (“MFC”), distributing relatively modest shareholdings in MFC to its unitholders sufficient to qualify MFC as a mutual fund corporation, amalgamating MFC and CDL so that Amalco also qualified as a mutual fund corporation, and then instigating the merger of Amalco into the REIT under s. 132.2 – so that the former assets of CDL were now held directly by the REIT. ... Crombie will remit, on behalf of the Non-Resident Unitholders, the amount of such tax – and similarly respecting the nominal value of the Class A Preferred shares distributed as a return of capital on Crombie Units. ...

Starlight-KingSett/Northview-- summary under LP Acquisitions of Trusts Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- LP Acquisitions of Trusts taxable cash acquisition of REIT units coupled with s. 107.4 spin-off of real estate LPs Overview It is proposed that the unitholders of the REIT will receive mostly cash from Starlight and KingSett funds for their REIT units. ... Those who want to retain the High Yield Fund units will not have those units redeemed, so that they only receive cash for their REIT units – and in effect receive their High Yield Fund units on a tax-deferred basis. ...

Slate Retail/ SUSO 2/GAR-- summary under REIT Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- REIT Mergers S. 132.2 merger of SUSO 2 into SUSO 1 (a.k.a. ...

ROI/Dream Hard Asset-- summary under Taxable Trust Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Taxable Trust Mergers Merger of ROI Canadian High Income Mortgage Fund, ROI Canadian Mortgage Income Fund and ROI Canadian Real Estate Fund into Dream Hard Asset Alternative Trust and termination of their forward/mirror fund structure Overview Return on Innovation Advisors Ltd. ...

Northview/True North-- summary under REIT Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- REIT Mergers Acquisition by Northern Property REIT (renamed Northview) of True North REIT under s. 132.2 and acquisition of real estate portfolio under s. 97(2) Overview NPR proposes to add approximately 14,000 multi-family residential suites through a series of transactions with True North, affiliates of Starlight and affiliates of the Public Sector Pension Investment Board (''PSP''). ...