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Goldcorp/Osisko-- summary under Unsolicited Bids (corporate) Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Unsolicited Bids (corporate) Cash and share bid of Goldcorp for Osisko Offer Holders of common shares of Osisko are offered C$2.26 in cash and 0.146 of a Goldcorp common share for each share. ... In addition, the US federal income tax analysis with respect to each Osisko Shareholder will depend in part upon whether Osisko is treated as a PFIC with respect to such Osisko Shareholder. … Osisko has indicated in a public filing that it believes that it was a PFIC in prior years. ...

Brookfield Infrastructure/Enercare-- summary under Exchangeable Units Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- LP Acquisitions of Corporations- Exchangeable Units acquisition of Enercare Inc. through combination of cash and Exchangeable LP units Overview On October 16, 2018, Brookfield Infrastructure acquired all of the 107M common shares of the Company (being all its shares) under a CBCA Plan of Arrangement. ... Exchangeable unit consideration A Resident Holder who is an Electing Canadian Shareholder may choose to defer all or a portion of any capital gain that would otherwise be realized on the exchange of Common Shares for Exchangeable LP Units or (in the case of proration or a Partial Unit Election) for Exchangeable LP Units and cash from Exchange LP pursuant to the Arrangement by filing with the CRA (and, where applicable, with a provincial tax authority) a joint election (the ''Joint Tax Election '') under s. 97(2). ...

Sirius XM-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions exchangeable shares offered by Canadian-controlled purchaser (minority-owned by Sirius XM (Del.) sub) Overview A Delaware subsidiary (the “Guarantor”) of SIRI holds approximately a 37% equity interest in the “Company (some of it in the form of non-voting shares to address CRTC non-resident control issues) and two Canadian corporations (Slaight and Obelysk), together have approximately a 22.4% equity interest in the Company. ... Company ownership Principal Shareholder Type of Ownership Number of class A Shares assuming conversion of Class B and Class C Shares Percentage of Class A Shares Outstanding assuming conversion of Class B and Class C Shares Voting Interest represented by # of Voting Shares Percentage of Votes Obelysk Direct 12,982,135 10.09% 23,154,901 17.08% Guarantor Direct 47,324,180 36.77% 33,685,653 24.85% CBC Direct 13,056,787 10.15% 13,056,787 9.63% Slaight Direct 15,856,787 12.32% 26,170,361 19.31% Obelysk holds its interest in the form of 15,259,149 Class B Shares and 7,887,307 Class A Shares. ...

AuRico/Alamos/AuRico Metals-- summary under Shares for Shares and Nominal Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares and Nominal Cash Merger of AuRico and Alamos and s. 86 spin-off of AuRico Metals Overview Under an Ontario Plan of Arrangement, AuRico will acquire all the shares of Alamos ("Alamos Shares") in consideration for AuRico common shares ("AuRico Shares") and nominal cash (so that a s. 85 election is required for rollover treatment), and then amalgamate with Alamos. ...

Intergeo/Mercator-- summary under S. 86 non-business spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 86 spin-offs- S. 86 non-business spin-offs Reverse takeover of Mercator by Intergeo with restricted board nominations rights and puts issued on s. 86 reorg Overview Intergeo, a BVI subsidiary of a BVI holding company (Daselina) of a Russian billionaire, which unsuccessfully attempted to go public two years ago, is effecting a reverse (share-for-share exchange) takeover of TSX-listed Mercator pursuant to a BCBCA Plan of Arrangement, with Daselina also subscribing U.S.$100M for Mercator shares, so that Daselina will own approximately 85% of the post-reorganization Mercator (a.k.a., the Resulting Issuer) and the Resulting Issuer will own 100% of Intergeo. One Special Share will be issued to each of Daselina and another BVI company with a minor common share holding in the Resulting Issuer (Kirkland), which will provide that they have the right to nominate only three of the nine board members (but with the other six being nominated by the board itself) – but also give them veto rights on major decisions. ... For full summary, see under Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Reverse takeovers. ...

Blackstone/Dream Global-- summary under Trust Acquisitions by Corporations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Acquisitions by Corporations Overview The REIT, a TSX-listed mutual fund trust with no non-portfolio property, held a portfolio of German and Netherlands rental properties through a wholly-owned Bermuda LP which, in turn, held some direct and indirect Netherlands subsidiaries but held the majority of such assets through a Dutch Co-op which, in turn, held a Luxembourg holding company for various property subsidiaries. ... Given inter alia that much of the gains were realized as capital gains (i.e., gains realized by Bermuda LP) rather than as gains giving rise to FAPI, management did not anticipate that the special distribution included any ordinary income – so that it was expected that the unitholders received the same treatment as if they had sold their Units for cash. See full summary under Mergers & Acquisitions›Cross-Border Acquisitions›Inbound›REIT Acquisitions. ...

Celtic/Kelt/Exxonmobil-- summary under Taxable spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Taxable spin-offs Celtic spins-off a subsidiary (Kelt) through a taxable sale transaction with the Celtic purchaser (Exxonmobil) Overview It is contemplated that under an Alberta Plan of Arrangment, Celtic 5% convertible unsecured debentures will be converted into around 8.8M Celtic shares, based on the computation of a make-whole premium and the holders of the Celtic shares will receive $24.50 in cash and 1/2 Kelt share for each Celtic share. ... Plan of Arrangement Under the Plan of Arrangment: Each common share and debenture of a dissenting securityholder is deemed to be transferred to Celtic for its fair value (after a deemed vesting of Celtic options and provisions for their exercise) any unexercised Celtic options are cancelled the debentures are converted into Celtic common shares, with a cash payment of 32-days' interest Celtic transfers assets to Kelt in consideration for Kelt shares equal to ½ of the outstanding number of Celtic common shares each outstanding common share of Celtic is deemed to be transferred to the Purchaser for the cash consideration ($24.50) and the right to receive ½ of a Kelt share the Purchaser acquires the Kelt shares from Celtic in consideration for a promissory note and transfers the Kelt shares to the former Celtic shareholders Break fee $90M potentially payable by Celtic. ...

Starlight-KingSett/Northview-- summary under S. 107.4 Spin-Offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 107.4 Spin-Offs 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. ... See full summary under Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- LP Acquisitions of Trusts. ...

Intrepid/Blackthorn-- summary under Australian Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Foreign Mergers- Australian Intrepid share buyback and acquisition of Blackthorn Overview In order to give its shareholders a choice between being cashed out and participating in a Zambian copper development property, ASX-listed Intrepid will offer to purchase its ordinary shares for cancellation (subject to an aggregate cap of 2/3 of its cash), with the non-tendering shareholders remaining as shareholders of a company which will acquire all the shares of another listed Australian company (Blackthorn) under an Australian scheme of arrangement in consideration for Intrepid shares. ... See detailed summary under Spin-offs & Distributions- Foreign distributions- Share repurchases. ...

Brookfield/BPP LP-- summary under Subsidiary distribution Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Taxable dividends-in-kind- Subsidiary distribution Special dividend by Brookfield Asset Management of Brookfield Property Partners L.P. units Overview Brookfield Asset Management Inc. ... BPP LP will hold an approximate 10% economic interest in the Property Partnership, which will indirectly acquire substantially all of the commercial real estate portfolio of Brookfield Asset Management, including its office (56%), retail (39%), multi-family and industrial assets – with a geographic distribution of 63%-U.S., 15%-Australia, 10%-Europe, 9%-Canada, and 3%-Brazil. ...