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Oil Search/InterOil-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco InterOil acquisition by Oil Search in consideration for shares or cash, and a resource-based contingent cash payment Overview Oil Search, a Papua New Guinea (“PNG”) corporation listed on the ASX, is proposing to use a newly-incorporated Yukon subsidiary (“Purchaser”) to acquire (under a Yukon Plan of Arrangement) InterOil, which is a Yukon corporation listed on the NYSE but essentially all of whose assets are natural gas assets held in a PNG subsidiary. ...

Vail Resorts/Whistler-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions acquisition of Whistler by a B.C. subsidiary of Vail Resorts (Exchangeco) in consideration for cash and Vail shares, or cash and Exchangeco exchangeable shares Overview Vail Resorts is proposing to acquire Whistler under a B.C. ...

In particular, Banro’s shares of BGB will be cancelled, BGB will issue shares to a newly-formed Caymans company (Newco) for nominal consideration, and the secured creditors will receive shares of Newco in satisfaction of their secured claims against BGB – except that 25% of their claims will instead be treated as unsecured claims. ...

Elad/Agellan REIT-- summary under LP Acquisitions of Trusts Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- LP Acquisitions of Trusts Acquisition of Agellan REIT entails planning to realize accrued gain on cross-border USD loans Overview It is proposed that an Ontario LP within the Elad group (the “Purchaser”) will acquire all the units of Agellan REIT for cash under a plan of arrangement. ...

Leaving aside s. 55(2), over ¾ of the purchase price was deemed to be a dividend. ...

Cortland/Pure Multi-Family-- summary under Corporation Acquisitions of LPs Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Corporation Acquisitions of LPs acquisition of LP holding US private REIT Overview 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”). ...

First, there would be a “somersault” Plan of Arrangement under which Encana would distribute common shares, having a nominal value, of a newly-incorporated CBCA corporation (“Ovintiv”) to its shareholders and they then would exchange their Encana shares ("Common Shares") for shares of Ovintiv – except that, in the somewhat unlikely event that the Encana Common Shares had traded up to above U.S.$6.30 a share (presumably corresponding to an estimate of the paid-up capital of the Encana shares), the shareholders would also receive $0.25 per Encana Common Share of an Ovintiv note, so that the exchange would occur on a non-rollover basis unless they elected with Ovintiv under ITA s. 85. ...

The shareholders will transfer their shares of the Company on a taxable basis in exchange for units of a newly-formed Ontario unit trust (the REIT) – except that those who legitimately seek rollover treatment under s. 97(2) can elect to receive exchangeable units of a newly-formed subsidiary Ontario LP of the REIT (FCR LP). ...

Intact/ Tryg/ RSA-- summary under Other Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Outbound- Other joint acquisition of UK target followed by acquisition of indirect Canadian subsidiary in compliance with s. 212.1(4) and Danish demerger transaction Overview Intact, a Canadian public company insurer, and Tryg, a Danish public company insurer dealing at arm’s length with Intact, engaged in co-ordinated transactions to acquire a U.K. target (RSA, a U.K. public company multinational) under a scheme of arrangement pursuant to Part 26 of the UK Companies Act so that: Intact retained RSA’s Canadian business and certain other international businesses; Tryg acquired the RSA Scandinavian businesses; and Intact and Tryg initially jointly owned RSA’s Danish business and subsequently sold it to an arm’s length party (Alm. ...

Maple Leaf/ Canada Packers-- summary under Butterfly spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Butterfly spin-offs proposed spin-off of pork assets as Canada Packers Overview Maple Leaf Foods (or MLF) is proposing to effect a butterfly spin-off, pursuant to a CBCA Plan of Arrangement, of 84% of the shares of the subsidiary (Subco) containing its pork operation assets to a new corporation, named Canada Packers Inc., to be held by its shareholders (with the remaining 16% of Canada Packers being held by MLF). ...