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., for which there is an entitlement to receive H&R units), the "FT Percentage" of each such unit (corresponding to the relative fair market value of a H&R Finance Trust relative to that of an H&R stapled unit- apparently under 4% per p. 34) will be transferred by such unitholder to H&R REIT in consideration for 1.166 H&R Finance Trust units (together with certain ancillary rights under certain plans) The conversion features of various Primaris convertible debentures will be amended respecting their conversion now into H&R stapled units Restricted units issued under the Primaris equity incentive plan will be transferred by the holders to Primaris in consideration for replacement units issued by H&R REIT As contemplated in ITA s. 132.2, Primaris will transfer its property (other than $1,000 of cash) to H&R REIT in consideration for (i) H&R REIT units equal to the number of Primaris units (including those held by H&R REIT, but excluding one "Designated Unit" held by H&R REIT), multiplied by 1.166, multiplied by the inverse of the FT Percentage, and (ii) the assumption by H&R REIT of liabilities including the Primaris convertible debentures Also as contemplated in ITA s. 132.2, Primaris will then redeem all its units (other than the Designated Unit) by distributing its H&R REIT units (with the H&R REIT units so distributed to H&R REIT being cancelled by H&R REIT) Options granted by Primaris pursuant to its equity incentive plan will be surrendered for consideration consisting solely of replacement H&R REIT options in accordance with s. 7(1.4) "Separately, and not as consideration arising in connection with the exchange referred to in the immediately preceding step," each holder of a replacement H&R REIT option will be granted by H&R REIT a corresponding option to acquire an equivalent number of H&R Finance Trust units at an exercise price equal to the fair market value of such H&R Finance Trust units at the time of exercise Break fee $100M ($70M to H&R REIT and $30M to H&R REIT (U.S.) ...

In addition, the applicable lenders have agreed in connection with the Recapitalization to provide the New Revolving Facility to the Company with a commitment of $400 million on specified terms and conditions. ...

In particular, the REIT will be required to take into account in computing its income (a) any “foreign accrual property income” net of any “foreign accrual tax” deduction and (b) any capital gain (or capital loss) in respect of each capital property transferred or disposed of by the REIT in connection with such transactions. ...

Baker & McKenzie LLP, U.S. counsel to the REIT, will render an opinion in connection with the Closing in respect of the treatment of the REIT as a U.S. corporation under s. 7874. ...

Ruling Crombie has applied for an advance income tax ruling from CRA in connection with the Reorganization (see 2016-0660321R3). ...

In connection with the Transaction, unitholders will be entitled to receive a distribution per Unit in the following amounts: Class of Units1 Pre-U.S. ...

The REIT will withhold on account of the Mutual Fund Withholding Tax on the entire amount paid to a Non-Resident Holder in connection with the redemption. ...

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). ...