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XXXXXXXXXX Subco1 also provides XXXXXXXXXX (“Business B ”). XXXXXXXXXX The assets of Business B currently consist of: (f) merchandise rentals, including an estimated XXXXXXXXXX (the “Equipment”), comprising approximately XXXXXXXXXX% of the depreciable property of Business B; (g) depreciable property used for servicing the XXXXXXXXXX business, including computer hardware and software, vehicles, furniture and fixtures, telephones, tools and service work equipment; and (h) customer lists and profiles, dealer lists and specified sales records, assignable contracts and agreements, business and financial records, practice manuals, accounts receivable, prepaid expenses, inventory (including product warranties and service records), intellectual property (including licenses, patents and trademarks), employees and goodwill. 2. ... The Articles of Incorporation of Subco2 will be amended in such manner that, in addition to any other shares that may be authorized for issue, its share capital will include XXXXXXXXXX preferred shares XXXXXXXXXX with the following share attributes: (a) non-voting unless Subco2 defaults in making XXXXXXXXXX cumulative dividend payments; (b) dividend rate is based on the five year Canada bond rate, at date of issue, times XXXXXXXXXX % plus XXXXXXXXXX basis points. ...

To the best of your knowledge, and that of the taxpayers involved, none of the issues contained herein is: (i) dealt with in an earlier return of the taxpayers or a related person; (ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayers or a related person; (iii) under objection by the taxpayers or a related person; (iv) subject to a ruling previously issued by the Income Tax Rulings & Interpretations Directorate; or v) before the courts or, if a judgement has been issued, the time limit for appeal to a higher court has not expired. ... No share of the capital stock of any Holdco will be owned immediately after the exchange by any person or partnership other than the Family Trust and the fair market value, immediately before the distribution described in paragraph 21, of the Family Trust’s shares of the capital stock of each of the Holdcos will be equal to or approximate the amount determined by the formula A x B/C + D as set out in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1). 20. ...

ISSUES: Whether debtor in financial difficulty & can replace lender's debt with DPS. ... Yours truly, for Director Financial Industries Division Income Tax Rulings & Interpretations Directorate Policy and Legislation Branch ...

The approximate FMV of the assets of DC on XXXXXXXXXX are as follows: Assets FMV $ Cash XXXXXXXXXX Accrued interest receivable XXXXXXXXXX Due from broker XXXXXXXXXX Furniture and equipment XXXXXXXXXX Marketable Securities XXXXXXXXXX Total $XXXXXXXXXX 12. The approximate principal amounts and FMVs of the liabilities of DC on XXXXXXXXXX are as follows: Liabilities FMV $ Accrued liabilities XXXXXXXXXX Taxes payable XXXXXXXXXX Shareholder Loans XXXXXXXXXX Total $XXXXXXXXXX PROPOSED TRANSACTIONS The Proposed Transactions will occur in the order presented unless otherwise indicated, with the exception of filing the applicable election forms, which will be filed within the applicable due dates, unless otherwise indicated, following the completion of the Proposed Transactions. ...

At the time of the Proposed Transactions, the only issued and outstanding shares of DC will be as follows: Shareholder # of Share Class of Shares PUC ACB Sibling1 XXXXXX Common XXXXXX XXXXXX Sibling1 XXXXXX Class ‘C’ Preference XXXXXX XXXXXX Sibling2 XXXXXX Common XXXXXX XXXXXX Sibling2 XXXXXX Class ‘C’ Preference XXXXXX XXXXXX 5. ... Any adjustment to the amount of cash consideration transferred that is necessary to ensure that a pro rata portion is transferred shall be made within 45 days of the transfer, (b) its pro rata portion of all of DC's limited partnership units, rounded to the nearest whole unit, and (c) a pro rata undivided co-ownership interest in each of DC's properties, other than such property listed in Paragraphs 14(a) and 14(b), including, but not limited to, the Commercial Properties (including any land, buildings and equipment associated with such Commercial Properties), such that immediately following such property transfer, the aggregate net FMV of each type of property of DC transferred to TC will be equal to or approximate the proportion determined by the formula: A x B / C where: A. is the net FMV (determined as described above) immediately before the transfer, of all property of that type owned at that time by DC; B. is the FMV, immediately before the transfer, of all the shares of the capital stock of DC owned, at that time, by TC; and C. is the FMV, immediately before the transfer, of all the issued and outstanding shares of the capital stock of DC. ...

Foreign PubCo is widely held, and, to the best of Foreign PubCo's knowledge, at XXXXXXXXXX, the only shareholder owning more than XXXXXXXXXX% of the ordinary shares of Foreign PubCo is Shareholder A – XXXXXXXXXX%. 7. ... The aggregate FMV, immediately before the transfer of property by DC to TC described in Paragraph 92, of the common shares of Foreign SpinCo owned by ForCo 2 will be equal to or approximate the amount determined by the formula, on the assumption that ForCo 2 is the participant, DC is the distributing corporation and Foreign SpinCo is the acquiror, (A × B/C) + D as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). 88. ...

This loan bears interest at a rate of Canadian prime + XXXXXXXXXX% and has been interest bearing since it was created in XXXXXXXXXX. ... The aggregate FMV, immediately before the Canadian DC Transfer, of the Foreign SpincoSub common shares owned by Forco 1 will be equal to or approximate the amount determined by the following formula: (A × B/C) + D as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1) on the assumption that Forco 1 is the participant, Canadian DC is the distributing corporation and Foreign SpincoSub is the acquiror. ...

Yours truly, XXXXXXXXXX For Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

It is estimated that XXXXXXXXXX% of users at Existing Facilities (other than Centre 4) drive themselves, with the remaining XXXXXXXXXX % either walking or relying on public transit. 9. ...

DEFINITIONS In this letter, the following terms are defined as follows: (a) "A Co" means XXXXXXXXXX; (b) "A Co Shareholder" means a beneficial owner of one or more A Co common shares but does not include a XXXXXXXXXX; (c) XXXXXXXXXX; (d) "ACB" means adjusted cost base and has the meaning assigned by section 54 of the Act; (e) "AcquisitionCo" means XXXXXXXXXX, a Taxable Canadian Corporation incorporated under the XXXXXXXXXX, all of the shares of which are held by LP; (f) "Additional Interest" will be payable annually by the Debtor and will be equal to the lesser of a specific percentage amount of the outstanding principal amount of the Debt, currently estimated to be XXXXXXXXXX% per annum (being an amount intended to increase the effective interest rate on the Debt to the prevailing market rate of interest for comparable debt), and an amount equal to the taxable income of the Debtor minus $XXXXXXXXXX calculated without regard to the Additional Interest component; (g) XXXXXXXXXX; (h) "Base Interest" means interest at a fixed rate, currently estimated to be XXXXXXXXXX% per annum, of the outstanding principal amount of the Debt that will be payable annually by the Debtor; (i) "Combination" means the proposed combination into one corporation, (XXXXXXXXXX) of all assets and liabilities of AcquisitionCo, A Co, the XXXXXXXXXX and the subsidiaries by way of the amalgamation of such corporations under subsection 87(1) of the Act; (j) "CombinationCo" means the corporation that will be created as a result of the amalgamation of AcquisitionCo, A Co, the XXXXXXXXXX and the subsidiaries; (k) "CRA" means the Canada Revenue Agency; (l) "Debt" means the debt to be issued by AcquisitionCo to LP as outlined in the Proposed Transactions, the terms and conditions of which will include interest at a maximum rate, currently estimated to be XXXXXXXXXX% per annum, payable annually and comprised of (i) Base Interest, and (ii) Additional Interest; with any Interest that has become payable but has not been paid within a specified period of time being added to the principal amount of the Debt then outstanding; (m) "Debtor" means the debtor under the Debt, which initially will be AcquisitionCo and as more fully outlined under the Proposed Transactions, will be CombinationCo when certain corporations are amalgamated with AcquisitionCo; (n) "FMV" means fair market value; (o) "GAAR" means the general anti-avoidance rule under section 245 of the Act; (p) "GPCo" means a Taxable Canadian Corporation incorporated under the XXXXXXXXXX to function as administrator of the MFT and the Trust, the general partner of LP, and whose share capital is wholly-owned by the MFT; (q) "XXXXXXXXXX" means a Taxable Canadian Corporation incorporated under the XXXXXXXXXX, all or substantially all of the assets of which will be common shares of XXXXXXXXXX; (r) "XXXXXXXXXX" means a person that beneficially owns one or more XXXXXXXXXX; (s) "XXXXXXXXXX" means shares in the capital of XXXXXXXXXX; (t) "Indenture" means the declaration of trust to be made by the trustee of the Trust to, among other things, hold in trust any and all property of the Trust and any income and gains therefrom for the benefit of the beneficiary of the Trust; (u) "Interest" means the interest payable in respect of the principal amount owing under the Debt from time to time, comprised of the Base Interest plus the Additional Interest; (v) "LP" means a limited partnership formed under the XXXXXXXXXX pursuant to the LP Agreement; (w) "LP Agreement" means the written partnership agreement entered into between GPCo, as general partner, and the Trust as limited partner of the LP; (x) "LP Unit" means an interest in the LP's capital issued pursuant to the terms of the LP Agreement; (y) "mutual fund trust" has the meaning assigned by subsection 132(6); (z) "MFT" means a mutual fund trust created and governed under the laws of the Province of XXXXXXXXXX and formed pursuant to the MFT Indenture; (aa) "MFT Indenture" means the declaration of trust made by the trustee of MFT to, among others, hold in trust any and all property of the MFT and any income and gains therefrom, for the benefit of the MFT Unitholders; (bb) "MFT Unitholder" means a holder of a MFT Unit; (cc) "MFT Unit" means a trust unit of MFT, each such unit representing an equal fractional undivided beneficial interest in any distributions from the MFT and in any net assets of the MFT in the event of termination of the MFT; (dd) "XXXXXXXXXX Partnership" means a partnership formed under the XXXXXXXXXX pursuant to a written partnership agreement having a PartnerCo and one or more subsidiaries as its only partners; (ee) "Option" means an option to acquire an A Co common share pursuant to an agreement as contemplated under subsection 7(1) of the Act; (ff) "PartnerCos" means those Taxable Canadian Corporations, each of which is wholly-owned indirectly by MFT, that hold an interest in one or more of the XXXXXXXXXX Partnerships and that will remain as separate corporations holding such direct interest in one or more of the XXXXXXXXXX Partnerships after the Combination; (gg) "Proposed Transactions" means those transactions and events described in paragraphs 13 to 17; (hh) "Public Corporation" has the meaning assigned by subsection 89(1) of the Act; (ii) "XXXXXXXXXX " means those Taxable Canadian Corporations formed under the XXXXXXXXXX that are either wholly-owned by A Co or another subsidiary; (jj) "Taxable Canadian Corporation" has the meaning assigned by subsection 89(1) of the Act; (kk) "Trust" means an inter vivos trust for purposes of the Act, to be created and governed under the laws of the Province of XXXXXXXXXX, the sole beneficiary of which will be the MFT; (ll) "Trust Note" means a promissory note evidencing a debt obligation issued by the trustee of Trust in accordance with the Trust Indenture; and (mm) XXXXXXXXXX. ...