Income Trusts

Key Contacts

Bauer Thomas High Resolution Image Thomas A. Bauer
Partner, Co-Head of Tax
T: 416.777.6540
Email
Gauthier Christian High Resolution Image Christian P. Gauthier
Partner
T: Vancouver: 604.891.5120
Email
McCue Robert Image Robert D. McCue
Partner
T: 403.298.7985
Email
Phillips David High Resolution Image David F. Phillips
Partner
T: 403.298.3031
Email

As of January 2011 certain tax advantages related to income distributed to unit-holders of publicly-traded Income Trusts ended in Canada as a result of the specified investment flow through (SIFT) rules. Real Estate Income Trusts (REITs) are exempt from these rules.

Cross-Border Income Trusts

In 2010, Bennett Jones lawyers helped create Cross-Border Income Trusts (CBITs) in response to the SIFT rules, which do not apply to business income arising outside of Canada. In November of 2010, Eagle Energy Trust went public with a $169-million IPO. Bennett Jones lawyers acted for Eagle Energy Trust. The firm also acted for Parallel Energy Trust in the spring of 2011 with respect to its $393-million IPO, Argent Energy Trust in respect of its $244-million IPO and Crius Energy Trust in respect of its $100-million IPO. As an energy retailer, Crius Energy Trust is the first CBIT with US assets outside of the oil and gas industry. It is also the first CBIT with a retained interest in the US operating company.

To date, Bennett Jones lawyers have acted for the issuer or underwriters on almost every CBIT that has come to market. Our expertise and understanding of this new vehicle combined with our bench strength have allowed us to earn a leading position in CBIT transactions.

Bennett Jones' CBIT success is an outgrowth of the firm's robust tax, securities and M&A practices. The firm has been involved in half of the ten largest Canadian business IPO deals since January of 2010 (excluding REITS), including MEG Energy Corporation (C$700 million) (acted for issuer), SMART Technologies (US$660 million) (acted for issuer), Gibson Energy (C$568 million) (acted for issuer), Parallel Energy Trust (C$393 million) (acted for issuer) and Argent Energy Trust (C$244 million) (acted for issuer).

REITs

Bennett Jones has extensive experience in advising clients with respect to transactions involving REITs, including conversions to and from corporations, tax-efficient reorganizations, domestic and cross-border acquisitions, and corporate finance and lending transactions.

Our clients include publicly-traded trusts, special committees of independent trustees, acquirers, underwriters, financial advisors, creditors and other stakeholders. With a multi-disciplinary team of lawyers drawn from our M&A, corporate finance, tax, employment and other practice areas, we offer a full range of legal services and solution-based advice to participants and stakeholders in the income trust sector.

Select Experience

  • Argent Energy, an Alberta income trust that operated and managed oil and gas properties located in the U.S., sold substantially all of its assets in its cross-border CCAA/Chapter 15 proceeding.
  • Northwest Healthcare Properties Real Estate Investment Trust in connection with its $69.3 million public offering of 7,532,500 trust units in April 2016 (including full exercise of the over-allotment option) – counsel to the syndicate of underwriters co-led by RBC Capital Markets and BMO Capital Markets.
  • NorthWest Healthcare Properties Real Estate Investment Trust in connection with the $50.0 million bought deal prospectus offering of 5.50% convertible unsecured subordinated debentures in October, 2015 – Counsel to the syndicate of underwriters co-led by BMO Capital Markets and RBC Capital Markets Read more

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