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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). ...

Holdco Notes will bear interest payable monthly at a floating rate adjusted monthly equal to the annual interest rate for ten-year U.S. treasury notes, determined as at the immediately preceding interest payment date, plus a fixed % per annum spread. ... Immediately after the REIT Disposition in accordance with the qualifying disposition rules, the adjusted cost base of a Resident Holder's REIT Units (as increased in connection with the Finance Trust Disposition) will be decreased by the REIT Transfer Percentage (being the percentage reduction in the fair market value of a REIT Unit as a result of the REIT Disposition), and the adjusted cost base of a Resident Holder's F17 Trust Units will be increased by the same amount (except to the extent that the Resident Holder's loss, if any, from a disposition of the REIT Units immediately before the REIT Disposition would have been denied under the "dividend stop-loss rules" – which are not expected to have a material impact). ...