January 7, 2009
 

 
Taxation
 
 
Our Practice
From our offices in Toronto, Montréal and New York, we offer comprehensive and timely Canadian and U.S. tax advice on a wide variety of domestic and cross-border transactions and business vehicles, including mergers, acquisitions, reorganizations, workouts, infrastructure developments, financings, derivative transactions, joint ventures, investment funds and business trusts.  We also provide sophisticated personal tax planning to individuals and families.  In addition to our pre-eminent tax planning practice, we offer expert advice and counsel on all aspects of tax litigation and dispute resolution from the commencement of an audit by the tax authorities through representation before every level of court.

Our Clients
We have over 40 tax partners and associates serving clients in a broad range of industries, including financial services, real estate, manufacturing, telecommunications, publishing, technology, pharmaceuticals, natural resources and retailing. 

Our Work
The following list is a brief sampling of recent public transactions:

  • GMAC LLC in its US$28.815 billion Outstanding Notes Exchange and Purchase Offers, and its separate Offers to Exchange and Purchase US$9.331 billion Outstanding Notes of Residential Capital, LLC, in respect of the Canadian tax considerations for holders taking up the offers.  Davies also prepared the Canadian tax sections for the Offering Memorandum for the first deal and for the Canadian Offering Memorandum for each of the two deals;
  • Barrick Gold Corporation in its US$1.25 billion offering of notes in August 2008;
  • Barrick Gold Corporation in its successful $773 million takeover bid for Arizona Star Resource Corp. and the subsequent joint venture arrangements in respect of the Cerro Casale gold mine project in Chile;
  • Onex Corporation in connection with the structuring and financing of its US$2.8 billion acquisition of Eastman Kodak Company's Health Group, renamed Carestream Health, Inc.;
  • Texas Pacific Group LP in its February 2008 acquisition of Axcan Pharma Inc., a publicly traded pharmaceutical company.  The deal is valued at approximately US$1.3 billion;
  • Jinchuan Group Ltd., a Chinese metallurgical company, in its successful $214 million takeover bid for Tyler Resources Inc., an exploration company listed on the TSX Venture Exchange with Mexican business operations;
  • Symmetry Holdings Inc., an AMEX listed special purpose acquisition company, in its acquisition of Novamerican Steel, Inc. for $585 million;
  • H&R Real Estate Investment Trust in its October 2008 reorganization into the first Canadian "stapled REIT" structure through the creation of H&R Finance Trust and the "stapling" of its units to those of H&R Real Estate Investment Trust;
  • Fortis Inc. in its acquisition from Kinder Morgan of the Canadian natural gas distribution business carried on through Terasen, Inc.  The transaction, valued at $3.7 billion, won the Lexpert Deal of the Year award for 2007;
  • Plenary Group in its construction (commencing in the summer of 2008) and private sector financing of a new data centre for the Ontario Government, at a total cost over the life of the project of $637.2 million;
  • InnVest Real Estate Investment Trust, in partnership with Cadbridge Investors LP, a joint venture entity between affiliates of Cadim Inc., a division of the Caisse de dépôt et placement du Québec, and Westmont Hospitality Group, in their takeover bid for all of the outstanding units of Legacy Hotels Real Estate Investment Trust.  The deal is valued at approximately $2.5 billion;
  • Reuters Group PLC in its combination with Thomson Corporation to create Thomson-Reuters Corporation.  The combination is valued at $17.6 billion and creates a global leader in electronic information services, trading systems and news;
  • Agricore United in its acquisition by Saskatchewan Wheat Pool, following a takeover battle with James Richardson International, in a deal valued at $1.8 billion.  Agricore United, based in Winnipeg, Manitoba, is Western Canada's largest grain handling and merchandising company;
  • Cominar REIT in its agreement with Homburg Invest Inc. to purchase 6.5 million square feet of office and industrial properties for $592 million.  The properties represent approximately 72% of the leasable space Homburg is to acquire in its purchase of Alexis Nihon REIT;
  • The Special Committee of Retirement Residences REIT's ("Retirement REIT") board of trustees throughout its strategic review process, and advised the Special Committee and Retirement REIT with respect to the acquisition of Retirement REIT by the Public Sector Pension Investment Board.  Inclusive of debt, the total value of the deal is approximately $2.8 billion, with unitholders receiving $8.35 cash per unit of Retirement REIT;
  • Vitol Refining Group B.V. and Vitol Refining S.A. on Canadian tax matters and a particular securities matter with respect to Harvest Energy Trust's acquisition of North Atlantic Refining Limited and inventory from Vitol Refining Group B.V. and Vitol Refining S.A., for a total purchase price in excess of $1.6 billion;
  • Trizec Canada Inc. in the acquisition by Brookfield Properties Corporation of Trizec Canada Inc. and Trizec Properties, Inc., a transaction valued at US$8.9 billion (including assumption of US$4.1 billion of debt).  Brookfield was joined in the transaction by The Blackstone Group; and
  • Barrick Gold Corporation in its successful US$10.4 billion takeover bid for Placer Dome Inc. to form the world's largest gold mining company.  Davies also acted for Barrick Gold Corporation with respect to the $1.6 billion disposition of Placer Dome's Canadian mining assets and an interest in a foreign development project to Goldcorp Inc.

Recognition
The practice and several of our tax partners are regularly recognized as leaders in Canada. For example, the practice has been named as the 2007 Canadian Tax Firm of the Year by Euromoney's International Tax Review and received the highest rankings from each of Chambers Global's The World's Leading Lawyers for Business 2007, the Canadian Legal Lexpert Directory 2007 and International Tax Review World Tax 2009: The Comprehensive Guide to the World's Leading Tax Firms. In the Chambers Global 2007 Tax survey, seven of our lawyers were recognized for their experience and transaction savvy and overall clients commented that "'[t]here is no question about it,'…this leading corporate outfit 'wins a lot of major transactions and has a whole host of senior lawyers as well as a raft of promising next generation practitioners, placing it a notch above the rest."

Organizational Leadership
Many of our partners are recognized as leaders among tax professionals in national and international organizations, including the Canadian Tax Foundation, the American Bar Association, the New York State Bar Association, the Joint Committee on Taxation of the Canadian Bar Association and the Canadian Institute of Chartered Accountants, the International Fiscal Association and the International Bar Association.  Our lawyers are widely published and are regularly invited to speak at conferences in North America and Europe.  Many have taught in universities on a full-time or part-time basis.