Principal Issues: 1. Whether interest will be deductible under paragraph 20(1)(c) on borrowed money used for a PUC/capital reduction? 2. Whether subsection 51(1) will be applicable?
Position: 1. Yes. 2. Yes.
Reasons: 1. Paragraphs 1.48 and 1.49 of Income Tax Folio S3-F6-C1, and previous positions in rulings letters. 2. Conditions satisfied.
XXXXXXXXXX 2017-069679
XXXXXXXXXX 2017
Dear Sirs,
Subject: Request for advance income tax rulings
XXXXXXXXXX
This is in response to XXXXXXXXXX in which you requested advance income tax rulings on behalf of XXXXXXXXXX (described in paragraph 23 of the Proposed Transactions below).
This is also a follow-up to XXXXXXXXXX, whereby additional information was provided to us.
Unless otherwise stated, all statutory references herein are to the provisions of the Act.
DESIGNATION OF PARTIES AND ABBREVIATIONS
In this letter, with the exception of paragraph 34 of the Additional Information, the names and business names of the taxpayers, as well as certain terms, are replaced by the following names, business names and abbreviations
Corporations
Aco: XXXXXXXXXX
Amalco: New corporation described in paragraph 23 of the Proposed Transactions, which will result from the amalgamation of Newco and Cco, and whose name will be XXXXXXXXXX
Bco: XXXXXXXXXX
Cco: XXXXXXXXXX
Dco: XXXXXXXXXX
Eco: XXXXXXXXXX
Fco: XXXXXXXXXX
Gco: XXXXXXXXXX
Ico: XXXXXXXXXX
Mco: XXXXXXXXXX
Newco XXXXXXXXXX
Sco: XXXXXXXXXX
Subco1: XXXXXXXXXX
Subco2: XXXXXXXXXX
Subco3: XXXXXXXXXX
Subco4: XXXXXXXXXX
Tco: XXXXXXXXXX
Xco: XXXXXXXXXX
Yco: XXXXXXXXXX
Other
ACB: "Adjusted cost base" as defined in section 54.
Act: Income Tax Act (Canada), R.S.C. 1985, Chapter 1 (5th Supp.), as amended.
“Agreed amount" has the meaning assigned by subsection 85(1).
Bco-Newco Note: A note to be issued by Newco to Bco as described in paragraph 22 of the Proposed Transaction.
Borrowings: Borrowings as described in paragraph 28 of the Proposed Transactions.
“Capital property" has the meaning assigned by section 54.
Cco-Bco Loan A: loan made by Cco to Bco as described in paragraph 17 of the facts of this letter.
CRA: Canada Revenue Agency
FMV: Fair market value
Proposed Transactions Proposed transactions described in paragraphs 22 to 30 of this letter.
“Public corporation" has the same meaning as in subsection 89(1).
PUC: "Paid-up capital" as defined in subsection 89(1).
Safe Income on Hand: Safe income on hand as described in paragraph 13 of the Facts of this letter.
Settlement: Settlement of the Bco-Newco Note as described in paragraph 24 of the Proposed Transactions.
Taxation Year: Taxation year as defined in subsection 249(1).
TCC: "taxable Canadian corporation" as defined in subsection 89(1).
FACTS
1. Aco is a XXXXXXXXXX corporation, a TCC, a XXXXXXXXXX Public Corporation. Aco is a XXXXXXXXXX holding company.
The issued and outstanding XXXXXXXXXX shares of the capital stock of Aco are listed on the XXXXXXXXXX.
2. Aco holds all the issued and outstanding shares of the capital stock of Xco and Yco.
Aco, Xco and Yco together hold XXXXXXXXXX% of the issued and outstanding common shares of the capital stock of Bco (total of XXXXXXXXXX common shares). Xco, Yco and Aco, respectively, hold XXXXXXXXXX% of the issued and outstanding common shares of the capital stock of Bco.
3. Bco is a corporation governed by the XXXXXXXXXX, a XXXXXXXXXX TCC.
Bco is a corporation whose main role is XXXXXXXXXX:
a) XXXXXXXXXX.
b) XXXXXXXXXX.
c) XXXXXXXXXX.
The Bco Taxation Year ends on XXXXXXXXXX.
4. The issued and outstanding shares of the capital stock of Bco currently consist of XXXXXXXXXX common shares. The PUC of the XXXXXXXXXX common shares in the capital stock of Bco is currently $XXXXXXXXXX ($XXXXXXXXXX per common share).
As of XXXXXXXXXX, the issued and outstanding shares of the capital stock of Bco consisted of XXXXXXXXXX common shares. XXXXXXXXXX, XXXXXXXXXX.
XXXXXXXXXX.
XXXXXXXXXX.
5. On XXXXXXXXXX, Bco had a XXXXXXXXXX of approximately $XXXXXXXXXX on its balance sheet (unconsolidated, unaudited financial statements, and with investments in subsidiaries at cost).
According to Bco, the amount of its "accumulated profits" (as defined in paragraphs 1.50 and 1.51 of Income Tax Folio S3-F6-C1, Interest Deductibility) for the purposes of the "filling the hole" concept pursuant to paragraph 20(1)(c) was $XXXXXXXXXX as of XXXXXXXXXX. There was a difference between Bco's accumulated profits for purposes of the filling the hole concept and the XXXXXXXXXX on Bco's balance sheet. XXXXXXXXXX.
6. On XXXXXXXXXX, Bco had debts and other liabilities of approximately $XXXXXXXXXX on its balance sheet, including approximately $XXXXXXXXXX of long-term debt payable to unrelated persons.
XXXXXXXXXX
Bco's assets (based on its non-consolidated, unaudited balance sheet, with investments in subsidiaries at cost) as at XXXXXXXXXX consisted primarily of current assets (approximately $XXXXXXXXXX, including receivables from subsidiaries and Aco of approximately $XXXXXXXXXX), equity investments in subsidiaries (with a carrying value of approximately $XXXXXXXXXX, of which approximately $XXXXXXXXXX was attributable to the equity investment in Cco), advances and other receivables from subsidiaries, fixed assets and derivative financial instruments.
The total ACB of Bco's investments in shares of its subsidiaries was approximately $XXXXXXXXXX. XXXXXXXXXX.
7. XXXXXXXXXX.
8. XXXXXXXXXX
9. XXXXXXXXXX
10. Cco is a corporation governed by the XXXXXXXXXX, a TCC and XXXXXXXXXX. Cco is not a public corporation. Cco's taxation year ends on XXXXXXXXXX.
Cco is XXXXXXXXXX.
11. The authorized capital stock of Cco consists of an unlimited number of XXXXXXXXXX common shares.
The issued and outstanding shares of the capital stock of Cco consist of XXXXXXXXXX XXXXXXXXXX common shares, with an estimated FMV (to Aco) of $XXXXXXXXXX. Bco holds all of the XXXXXXXXXX issued and outstanding XXXXXXXXXX common shares of the capital stock of Cco. These XXXXXXXXXX common shares of the capital stock of Cco constitute Capital Property to Bco.
12. Since the acquisition of the shares of Cco's capital stock XXXXXXXXXX, Bco and Cco have engaged in various transactions affecting the ACB of the shares of Cco's capital stock held by Bco, including capital injections, distributions by way of reductions in the XXXXXXXXXX and a conversion of preferred shares into common shares.
The ACB and PUC of the XXXXXXXXXX common shares of the capital stock of Cco held by Bco are currently $XXXXXXXXXX and $XXXXXXXXXX, respectively.
13. As at XXXXXXXXXX, the amount of Safe Income on Hand for the purposes of subsection 55(2) that was attributable to the XXXXXXXXXX common shares of the capital stock of Cco held by Bco was XXXXXXXXXX.
“Safe income on hand" is income earned or realized (as defined in paragraph 55(5)(b)) by a corporation (after 1971 and before the safe income determination time in respect of the transaction, event or series of transactions or events), to the extent that it is on hand, that could reasonably be considered to contribute to the capital gain that would have been realized on a disposition at FMV of a share of the corporation.
The dividends that were received by Bco during the years XXXXXXXXXX on its XXXXXXXXXX common shares of the capital stock of Cco were as follows:
Years Amount ($)
XXXXXXXXXX
14. Currently, all Cco activities are carried on XXXXXXXXXX.
The assets of Cco on its balance sheet as at XXXXXXXXXX consisted mainly of XXXXXXXXXX.
As at XXXXXXXXXX, Cco had approximately $XXXXXXXXXX of debt and other liabilities on its balance sheet, including approximately $XXXXXXXXXX of long-term debt payable to unrelated parties. Cco's long-term debt consisted of $XXXXXXXXXX.
15. As at XXXXXXXXXX, Cco had retained earnings of approximately $XXXXXXXXXX on its balance sheet (unconsolidated, unaudited, and with investments in subsidiaries accounted for using the equity method).
According to Cco, the amount of its accumulated profits for the purposes of the filling the hole concept pursuant to paragraph 20(1)(c) was $XXXXXXXXXX as of XXXXXXXXXX. Of this amount, $XXXXXXXXXX represented the balance of Cco XXXXXXXXXX's retained earnings. There was a difference between Cco's accumulated profits for the purposes of the filling the hole concept and the retained earnings on Cco's balance sheet. XXXXXXXXXX.
16. The amount of cash held by Cco was approximately $XXXXXXXXXX as of XXXXXXXXXX.
17. In XXXXXXXXXX, Cco made an interest-bearing loan to Bco (the "Cco-Bco Loan"). The outstanding principal amount of the Cco-Bco Loan is currently $XXXXXXXXXX.
18. Bco and Cco XXXXXXXXXX.
19. As the parent company of the group consisting of Bco and its subsidiaries, Bco has significant cash requirements, including the payment of dividends to its shareholders and the satisfaction of its principal and interest repayment obligations in respect of its external financing. XXXXXXXXXX.
20. Cco currently has significant liquidity ($XXXXXXXXXX) XXXXXXXXXX.
21. On XXXXXXXXXX, Bco incorporated Newco, a corporation under the XXXXXXXXXX. Newco is a TCC. Newco's taxation year is XXXXXXXXXX. The authorized capital stock of Newco consists of, among other things, an unlimited number of common shares without par value. Upon incorporation of Newco, Bco subscribed to one common share of the capital stock of Newco for $XXXXXXXXXX.
PROPOSED TRANSACTIONS
22. Bco will transfer to Newco all of its XXXXXXXXXX common shares in the capital stock of Cco and will receive as consideration common shares in the capital stock of Newco and a promissory note payable on demand at the option of the holder, with a principal amount of $XXXXXXXXXX (equal to the ACB of the XXXXXXXXXX common shares in the capital of Newco transferred), non-interest bearing and convertible at the option of the holder into common shares in the capital of Newco with a FMV equal to the principal amount of the note, no earlier than XXXXXXXXXX days following the date of its issuance (the "Bco-Newco Note").
Bco and Newco will make a joint election pursuant to subsection 85(1), in the prescribed form and within the prescribed time set out in subsection 85(6). The Agreed Amount by Bco and Newco will be equal to the ACB of the XXXXXXXXXX common shares of the capital stock of Cco for Bco immediately before the disposition. In accordance with section XXXXXXXXXX of the XXXXXXXXXX, the amount to be added to the XXXXXXXXXX common shares of Newco will be $XXXXXXXXXX. The FMV of the XXXXXXXXXX common shares of Cco will then be higher than the Agreed Amount.
In accordance with applicable accounting principles (International Financial Reporting Standards contained in Part I of the CPA Canada Handbook - Accounting), the transfer of the XXXXXXXXXX common shares of the capital stock of Cco will not affect the accounting presentation at the Bco level, i.e. this transfer will not result in any accounting entries in Bco's books.
23. Cco and Newco will be amalgamated pursuant to the short-form amalgamation rules of section XXXXXXXXXX of the XXXXXXXXXX to form Amalco.
The articles of amalgamation of Amalco will be identical to the articles of amalgamation of Newco, except for the name of Amalco which will be Cco. The issued and outstanding shares of capital stock of Amalco will be equal to the issued and outstanding common shares of capital stock of Newco immediately prior to the amalgamation. The amount of the XXXXXXXXXX attributable to the issued and outstanding common shares of the capital stock of Amalco will be equal to the amount of the XXXXXXXXXX of the issued and outstanding common shares of the capital stock of Newco immediately prior to the amalgamation. The XXXXXXXXXX common shares of the capital stock of Cco will be cancelled without any payment upon the amalgamation.
The liabilities of Newco and Cco existing immediately prior to the amalgamation, including the Bco-Newco Note, will become liabilities of Amalco pursuant to the amalgamation. The Bco-Newco Note will then become a liability of Amalco.
Subsection 87(1.1) will apply to the amalgamation and the amalgamation will constitute an amalgamation within the meaning of subsection 87(1).
Accounting for the transactions described in paragraphs 22 and 23 of the Proposed Transactions in accordance with applicable accounting principles (International Financial Reporting Standards) will give the following accounting result:
(a) a reduction to XXXXXXXXXX in Amalco's share capital account, representing a reduction of approximately $XXXXXXXXXX;
(b) a reduction in Amalco's retained earnings account by a net amount of approximately $XXXXXXXXXX;
(c) an increase in the book value of the "goodwill" asset account on Amalco’s books of $XXXXXXXXXX;
(d) a new debt (Bco-Newco Note) of $XXXXXXXXXX will be shown on Amalco’s books.
The above accounting result will result from the recording of the following two accounting entries:
(a) To record the Bco-Newco Note: a debit (reduction) to the share capital account of approximately $XXXXXXXXXX, a debit (reduction) to the retained earnings account of $XXXXXXXXXX XXXXXXXXXX, and a credit to a debt account (Bco-Newco Note) of $XXXXXXXXXX.
(b) Recording of goodwill: a debit (increase) to the goodwill account of $XXXXXXXXXX and a credit (increase) to the retained earnings account of $XXXXXXXXXX.
The Bco-Newco Note will be shown separately as debt on Amalco's books, but will appear under "Shareholders' Equity" on Amalco's balance sheet.
24. XXXXXXXXXX following the transfer by Bco of its shares of the capital stock of Cco to Newco as described in paragraph 22 above of the Proposed Transactions, Bco will exercise its conversion right to have its Bco-Newco Note exchanged for common shares of the capital stock of Amalco. Amalco will then issue to Bco common shares of its capital stock having a FMV equal to $XXXXXXXXXX. The terms of the debt will provide that the issuance by Amalco of the common shares of its capital stock pursuant to the conversion privilege will represent full and final payment of the principal amount of the debt, thereby terminating Amalco's obligations under the debt. The Bco-Newco Note will then be settled and extinguished (the "Settlement").
An amount equal to the principal amount and FMV of the Bco-Newco Note (i.e. $XXXXXXXXXX), will be added to the XXXXXXXXXX of Amalco's common shares in accordance with applicable corporate law (including sections XXXXXXXXXX of the XXXXXXXXXX).
In accordance with applicable accounting principles (International Financial Reporting Standards), this conversion will not result in any accounting entry in the books of Bco. In Amalco's books, this transaction will result in a cancellation of debt (Bco-Newco Note) of $XXXXXXXXXX and an increase in Amalco's stated capital account of $XXXXXXXXXX.
The Proposed Transactions described above in paragraphs 22 and 23 will take place on XXXXXXXXXX.
25. Bco will repay the accrued and unpaid interest on the Cco-Bco Loan described in paragraph 17 above.
26. Amalco will effect a reduction of XXXXXXXXXX on the common shares of its capital stock (pursuant to section XXXXXXXXXX of the XXXXXXXXXX) in an amount equal to the outstanding principal amount (i.e., $XXXXXXXXXX) of the Cco-Bco Loan and will pay to Bco as consideration an amount in cash ($XXXXXXXXXX) equal to the amount of such reduction of XXXXXXXXXX, from its cash on hand.
In accordance with applicable accounting principles (International Financial Reporting Standards), Amalco's accounting for this transaction will result in a reduction of $XXXXXXXXXX to the book value of its capital stock. At the Bco level, this transaction will be reflected as a reduction of $XXXXXXXXXX in the carrying value of Bco's investment in the common shares of the capital stock of Amalco.
27. Bco will repay the Cco-Bco Loan in the amount of $XXXXXXXXXX from the funds received from Cco in the transaction described in paragraph 26 above of the Proposed Transactions.
28. It is anticipated that Amalco will borrow money through the issuance of XXXXXXXXXX (the "Borrowings") XXXXXXXXXX in the amount of approximately $XXXXXXXXXX (XXXXXXXXXX) from one or more lenders with whom Amalco will deal at arm's length. Such Borrowings will bear interest at commercial market rates, and will contain customary provisions for such borrowings (including as to repayment of principal), to be determined by negotiation between Amalco and the lenders prior to the issuance of the Borrowings.
29. It is anticipated that Amalco will effect a reduction of XXXXXXXXXX on the common shares of its capital stock (pursuant to section XXXXXXXXXX of the XXXXXXXXXX) in the amount of approximately $XXXXXXXXXX and will pay to Bco as consideration an amount in cash equal to the amount of such reduction of XXXXXXXXXX on the common shares. The funds for the consideration of approximately $XXXXXXXXXX will come from Amalco's Borrowings and cash on hand.
In accordance with applicable accounting principles (International Financial Reporting Standards), the accounting for this transaction will result in a reduction of $XXXXXXXXXX to Amalco's share capital account. At the Bco level, this transaction will be reflected as a reduction in the carrying value of Bco's investment in the common shares of the capital stock of Amalco. To the extent that the amount of the reduction exceeds the book value of such investment, any excess will be reflected as a book gain on Bco’s books.
30. It is expected that the funds received by Bco in the course of the transaction described in paragraph 29 above of the Proposed Transactions, will be used by Bco for XXXXXXXXXX. To the extent that the amount received by Bco is insufficient, it is currently envisaged that additional funds will be borrowed directly from Bco.
PURPOSES OF THE PROPOSED TRANSACTIONS
31. The Proposed Transactions are intended to use Bco's tax attributes, namely the ACB of Cco shares, to facilitate repatriation of funds from Amalco to Bco by way of a reduction in the XXXXXXXXXX, thereby enabling Bco to meet its cash flow needs. In addition, the Proposed Transactions are intended to facilitate the financing of XXXXXXXXXX, XXXXXXXXXX.
ADDITIONAL INFORMATION
32. You have indicated to us that, to the best of your knowledge and that of Bco and Cco, none of the issues raised herein:
(a) has been addressed in a previous statement by Bco, Cco or a person related to Bco;
(b) has been examined by a Tax Services Office or Tax Centre in relation to a return previously filed by Bco, Cco or a person related to Bco;
(c) has been objected to by Bco, Cco or a person related to Bco;
(d) is before the courts or has a time limit for appeal to a higher court that has not expired; and
(e) has been the subject of a previous request for an advance ruling by Bco, Cco or a person related to Bco.
33. All material transactions that have been undertaken prior to the submission of the request for advance rulings or that may be undertaken after the conclusion of the Proposed Transactions are described herein.
34. The main contact details of the taxpayers covered by the advance rulings are:
XXXXXXXXXX
35. The Proposed Transactions described in paragraphs 28 to 30 above are under serious consideration. The total amount of the Borrowings to be made cannot presently be determined with accuracy because this amount depends on XXXXXXXXXX.
36. XXXXXXXXXX.
XXXXXXXXXX.
RULINGS GIVEN
Provided that the statement of facts, the Proposed Transactions and the Purpose of the Proposed Transactions constitutes full disclosure of all relevant facts, all Proposed Transactions and all purposes of the Proposed Transactions, and that the transactions are carried out as described above, our decisions are as follows:
A. Subject to the application of subsection 69(11), upon the transfer by Bco of its XXXXXXXXXX common shares XXXXXXXXXX of the capital stock of Cco as described in paragraph 22 above of the Proposed Transactions, the provisions of subsection 85(1) will apply such that:
(a) the Agreed Amount shall be deemed to be the proceeds of disposition of the XXXXXXXXXX common shares of the capital stock of Cco for Bco and the acquisition cost of the XXXXXXXXXX common shares of the capital stock of Cco for Newco;
(b) the cost of the Bco-Newco Note to be received by Bco shall be determined in accordance with paragraph 85(1)(f);
(c) the cost of the common shares of the capital stock of Newco to be received by Bco shall be determined in accordance with paragraph 85(1)(h); and
(d) for greater certainty, paragraph 85(1)(e.2) will not apply to the transfer by Bco to Newco of its XXXXXXXXXX common shares of the capital stock of Cco.
B. The Safe Income on Hand attributable to the common shares of the capital stock of Newco that will be held by Bco at the time of the issuance of such shares, as described in paragraph 22 above of the Proposed Transactions, will be the Safe Income on Hand for Bco attributable to the XXXXXXXXXX common shares of the capital stock of Cco at the time immediately prior to the time of the transfer of the XXXXXXXXXX common shares of the capital stock of Cco to Newco
C. In connection with the transaction as described in paragraph 24 above of the Proposed Transactions, the PUC of the issued and outstanding common shares of the capital stock of Amalco will be increased by the amount added to the XXXXXXXXXX of the common shares of the capital stock of Amalco pursuant to the applicable provisions of the XXXXXXXXXX.
D. The provisions of subsection 51(1) will apply to the exchange of the Bco-Newco Note for common shares of the capital stock of Amalco as described in paragraph 24 above of the Proposed Transactions, such that:
(a) except for the purposes of subsections 20(21) and 44.1(6) and (7) and paragraph 94(2)(m), the exchange will be deemed by Bco not to be a disposition of the Bco-Newco Note; and
(b) the cost to Bco of the common shares of the capital stock of Amalco to be received by Bco in exchange for the Bco-Newco Note shall be deemed to be equal to the ACB of the Bco-Newco Note immediately prior to the exchange.
For greater certainty, the provisions of subsection 51(2) will not apply to the exchange of the Bco-Newco Note for common shares of the capital of Amalco as described in paragraph 24 above.
E. The amounts that Bco will receive on its common shares of the capital stock of Amalco as reductions in the XXXXXXXXXX common shares as described in paragraphs 26 and 29 above of the Proposed Transactions, will be deducted in computing the ACB of its common shares of the capital stock of Amalco pursuant to subparagraph 53(2)(a)(ii).
F. Settlement of the Bco-Newco Note as described in paragraph 24 above will not result in a "forgiven amount" as defined in subsection 80(1) to Amalco.
G. To the extent that the Borrowings of approximately $XXXXXXXXXX (as described in 28 above of the Proposed Transactions) will replace capital of Amalco (i.e., of XXXXXXXXXX on the common shares of the capital stock of Amalco) that is being used by Amalco for eligible purposes, and that such capital will continue to be used for eligible purposes for the purposes of subparagraph 20(1)(c)(i), interest paid in the year or payable in respect of the year (depending on the method regularly followed by the taxpayer in computing the taxpayer’s income), pursuant to a legal obligation to pay interest on the borrowed money, will be deductible by Amalco in computing its income for the year pursuant to subparagraph 20(1)(c)(i). However, such interest will be deductible only to the extent that it is reasonable in the circumstances and provided that the deduction is not prohibited by any other specific provision of the Act.
For the purposes of Ruling G, the capital of Amalco attributable to the Bco-Newco Note and the XXXXXXXXXX of the common shares of the capital stock of Amalco of $XXXXXXXXXX will be considered to be used by Amalco for eligible purposes for the purposes of subparagraph 20(1)(c)(i) provided that the property that will become property of Amalco on the amalgamation of Newco and Cco or the property that will be substituted therefor will be used and will continue to be used by Amalco for the purpose of gaining or producing income from its business.
H. The provisions of subsection 245(2) will not apply as a result of and because of the Proposed Transactions described above, to redetermine the tax consequences confirmed in the advance rulings issued.
For the purposes of this request, only those Proposed Transactions that are known and described herein have been considered.
These rulings are subject to the limitations and general conditions set out in Information Circular 70-6R7 dated April 22, 2016, issued by the CRA and are binding on the CRA, provided that the Proposed Transactions are completed by XXXXXXXXXX. These rulings are based on the current Act and do not take into account any proposed amendments to the Act.
Respecting your request for Advance Ruling C (respecting the amount of Amalco's accumulated profits for purposes of the filling the hole concept for the purposes of paragraph 20(1)(c)) in your letter of XXXXXXXXXX, it is anticipated that the Advance Ruling or our comments will be the subject of a separate letter from the CRA (Income Tax Rulings Directorate) which will add to this letter
OTHER COMMENTS
The decisions rendered should in no way be construed as an acquiescence on the part of the CRA that:
(a) we have accepted, considered or determined the other tax consequences to Bco, Cco, Newco, Amalco or any other person that may result from the facts and Proposed Transactions set out herein
(b) the amounts attributed in the Statement of Facts and Proposed Transactions truly represent the PUC, ACB of an asset, Safe Income on Hand or accumulated profits for the purposes of the filling the hole concept; and
(c) we have reviewed or determined the FMV of the XXXXXXXXXX common shares of the capital of Cco, the common shares in the capital of Amalco, or the Bco-Newco Note.
The statement of our fees for the time spent on your case will be sent to you under separate cover.
Best regards,
XXXXXXXXXX
for the Director
Reorganizations Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch