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.
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
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
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).
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.
- 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
News & Speaking Engagements