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Each Secured Debtholder shall be entitled to receive its applicable share of the Secured Debtholder Consideration (being a cash payment in U.S. dollars equal to the sum of U.S.$366.3 million, $196.5 million and £12.1 million (as adjusted for post-October 31, 2019 changes) Credit Agreement fee amounts and certain interest amounts, and with the obligations of Pengrowth in relation thereto being extinguished. ... The Alternative Transaction Agreement contemplates a proceeding, including a proceeding under the CCAA, pursuant to which Shareholders may receive the nominal value of $0.001 per Share and the Secured Debtholders will receive, subject to the Purchaser and WEF agreeing with the Corporation otherwise, the same consideration available to them under the Arrangement. ... Share disposition Resident Holders will realize a capital gain (or a capital loss) equal to the amount by which the Cash Consideration exceeds (or is less than) the aggregate of the adjusted cost base to the Resident Holder of such Shares immediately prior to the disposition and any reasonable costs of disposition. ...

Reasons for the Reorganization The Minority Shareholders will receive, as an economic matter, an incremental 0.7% interest in the assets and liabilities of the Company they already own, plus a 36.7% interest in PCC’s assets and liabilities excluding shares of the Company, without effectively paying any additional consideration for these assets and liabilities. ... Each Common Share (other than those held by PCC, 171 or any other wholly-owned subsidiary of PCC and the Dissent Shares transferred to the Company) will be transferred by the holder thereof to PCC for the consideration (the “Consideration”) of 1.05 PCC Subordinate Voting Shares and (ii) $0.01 in cash. ... Canadian tax consequences Taxable exchange if no election A Resident Holder whose Common Shares are exchanged for the Consideration pursuant to the Reorganization and who does not make a valid tax election referred to below (a “Tax Election”) with respect to the exchange in 2 above, will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Resident Holder’s Common Shares immediately before the exchange. ...

Structuring steps Huntingdon will directly or indirectly contribute its interests in the initial properties to FAM LP in consideration for Class A and B units, the assumption of $99.2M of mortgages and the issuance of a non-interest bearing promissory note of $9.2M The REIT will issue units under the offering for gross proceeds of $58.8M (before over-allotment) and use a portion of the proceeds to purchase Huntingdon's Class A units and promissory note- and will also issue special voting units to Huntingdon The Class B units will be amended to be exchangeable units (representing an approximate 27% interest if the over-allotment option is exercised) with the same economic entitlements as REIT units The REIT will contribute the promissory note to FAM LP in consideration for the issuance of additional Class A LP units Distributions Monthly distributions approximating 95% of AFFO (a yield of 7.5%). ...

Canadian tax consequences A description of Canadian federal income tax considerations will be set forth in the amended version of the Plan.A description of certain Canadian federal income tax considerations will be set forth in the amended version of the Plan, which should be review3ed by Unitholders wishing to participate in the Plan ...

. $3.50 of cash (estimated to represent 82% of the consideration) and 0.0467 of a Yamana common share is to be provided in exchange for each Extorre common share. (This consideration is calculated to represent a premium of 54% and values the outstanding Extorre shares at $414 million). ...

The cash consideration for the minority shares aggregates $1.3 billion. ... Plan of Arrangement Under the Plan of Arrangement: Each common share of a dissenter will be transferred for its fair value to Effective Energy Each common share other than those of ARMZ or affiliates, or of dissenters, will be transferred to Effective Energy for cash of $2.86 Each stock option will be cancelled in exchange for a cash payment equal to its in-the-money value (based on the $2.86 per share consideration) plus, in the case of an employee/officer optionholder, a payment on December 31, 2013 equal to the black-scholes value of the option minus the amount of any in-the-money payment received MI 61-101 analysis The arrangement is a business combination requiring a formal valuation of the Uranium One common shares. ...

Under a Quebec Plan of Arrangement, Fibrek will amalgamate with RFP Acquisition with: the shares of Fibrek held by RFP Acquisition being cancelled; the shares in the capital of RFP Acquisition being converted into Amalco common shares; and the shares of the other shareholders of Fibrek being converted into Series 1, 2 or 3 shares depending upon their choice as to what mix of cash and Resolute common shares they wish to receive (but subject to the aggregate cash and Resolute common share consideration not exceeding Cdn$18,199,250 and 939,744, respectively). ... The Plan of Arrangement also provides that the Fibrek shares of those who have validly exercised their dissent right will be deemed to have transferred to Amalco in consideration for a debt claim against Amalco to be paid the fair value of those shares. ...

., it has caused the formation of a U.K. plc (“Jackpotjoy”) which (except for those Canadian shareholders who have elected for rollover treatment) will issue its shares to the Intertain shareholders under an OBCA Plan of Arrangement in consideration for the transferring all but one of their shares to a grandchild Canadian subsidiary of Jackpotjoy (“ExchangeCo”) and for transferring the remaining common share to Jackpotjoy, for contribution down the chain to ExchangeCo. ... When an exchangeable shareholder retracts (or AmalCo gives notice of redemption), the immediate parent of AmalCo (“CallCo”) will exercise its overriding call right, so that the exchangeable shareholder will transfer its exchangeable shares to CallCo, CallCo will issue shares to Jackpotjoy and in consideration therefor Jackpotjoy will direct the Jersey company to deliver the relevant number of Jackpotjoy Shares to the former exchangeable shareholder. ...

H&R/Primaris-- summary under REIT Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- REIT Mergers Primaris asset sale to KingSett consortium followed by unit cash redemptions and s. 132.2 merger into H&R REIT (superceding KingSett consortium unsolicited bid) Overview Upon the sale of properties indirectly held by TSX-listed Primaris (having an aggregate value of approximately $1.9B) to the KingSett Consortium, unitholders of Primaris (who hold 98.486M units) will be given the option of having their units redeemed for cash consideration of $28.00 per units ($1.28B in the aggregate), or exchanging their units with H&R under an Alberta Plan of Arrangement on the basis of 1.166 stapled H&R units for each Primaris units in accordance with the ITA s. 132.2 merger rules (respecting the H&R REIT unit component of the stapled units). However, the cash and H&R stapled units consideration will be fixed in the aggregate, so that if all the Primaris unitholders elected to receive cash or elected to receive H&R stapled units, each would receive 0.642 H&R stapled units and $12.58 cash per Primaris unit. ... The Primaris units which (on this basis) have an entitlement to receive cash redemption proceeds are redeemed for $28.00 cash per unit In the case of the other Primaris units (i.e., 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.) ...

Crombie Subsidiary Trust will transfer all its assets to MFT for no consideration, and will be terminated. ... Pursuant to a transfer agreement between Crombie, MFT and an agent for the MFT Unitholders, MFT will transfer its assets to Crombie in consideration for Crombie Units. ... GP II will sell its undivided interest in each property received by it in 23 to Crombie LP for fair market value consideration and then will be wound up. ...