2016-0670971R3 Repayments of upstream loans and series test

Principal Issues: Application of paragraph 90(8)(a) and subsection 90(14) to repayments of upstream loans in a certain fact pattern.

Position: The repayments would qualify under either 90(8)(a) or 90(14), as the case may be.

Reasons: The repayments are not part of a series of loans or other transactions and repayments.

Author: XXXXXXXXXX
Section: 90(6), 90(8)(a), 90(9)(a)(i)(D)(I), 90(14), 15(2), 15(2.11) and 15(2.6).

XXXXXXXXXX                                                                                                   2016-067097

XXXXXXXXXX, 2017

Dear XXXXXXXXXX:

Advance Income Tax Ruling
XXXXXXXXXX (BN XXXXXXXXXX)
XXXXXXXXXX (BN XXXXXXXXXX)

This is in reply to your letter of XXXXXXXXXX in which you request an Advance Income Tax Ruling on behalf of the above named companies (the “Taxpayers”).  We also acknowledge the information provided in subsequent correspondence and during our various telephone conversations in connection with your request. The information that you provided to us only forms part of this ruling letter to the extent described herein. In general terms, this ruling letter involves repayments of upstream loans and the use of the funds from those repayments. XXXXXXXXXX.

We understand that, to the best of your knowledge and that of the Taxpayers, none of the issues involved in this ruling letter:

(i)   is in an earlier return of the Taxpayers or a related person;

(ii)  is being considered by a Tax Services Office or Taxation Center in connection with a previously filed tax return of the Taxpayers or a related person;

(iii) is under objection by the Taxpayers or a related person;

(iv)  is before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired; or

(v)   is the subject of a ruling previously issued by the Directorate XXXXXXXXXX.

Unless otherwise stated, all references to a statute are to the Income Tax Act R.S.C. 1985 (5th Supp.), c.1, as amended, (the “Act”) and all terms and conditions used herein that are defined in the Act have the meaning given in such definition unless otherwise indicated.

Our understanding of the facts, transactions and the purpose of the transactions is as follows:

Definitions

In this letter, unless otherwise stated, the following terms have the meaning specified below:

a)    “Act” means the Income Tax Act, R.S.C. 1985 (5th Supp.) c.1, as amended to the date hereof.  Unless otherwise stated, all statutory references are to the Act and all terms and conditions used herein that are defined in the Act have the meaning given in such definition;

b)    “Business Number” or “BN” has the meaning assigned by subsection 248(1);

c)    “Canco1” means XXXXXXXXXX, the corporation described in Paragraph 2, which is one of the Taxpayers;

d)    “Canco2” means XXXXXXXXXX, an unlimited liability company incorporated under the laws of XXXXXXXXXX. Canco2 is a CRIC and a taxable Canadian corporation that is a SWOC of Forco4;

e)    “Canco3” means XXXXXXXXXX, the corporation described in Paragraph 3, which is one of the Taxpayers;

f)    “Canco3-Forco2 Note” means the intercompany note that became payable by Forco2’s Branch to Canco3, as described in Paragraph 21;

g)    “Canco4” means XXXXXXXXXX, an unlimited liability company incorporated under the laws of XXXXXXXXXX. Canco4 is a CRIC and a taxable Canadian corporation that is a SWOC of Canco5;

h)    “Canco5” means XXXXXXXXXX, an unlimited liability company incorporated under the laws of XXXXXXXXXX. Canco5 is a CRIC and a taxable Canadian corporation that is a SWOC of Forco5;

i)    “Canco5-Canco1 Note” means the intercompany note that became payable by Canco1 to Canco5, as described in Paragraph 12;

j)    “Canco5 Portion” means the portion of the Canco3-Forco2 Note received by Canco5, as described in Paragraph 35;

k)    “Canco6” means XXXXXXXXXX, a company incorporated under the XXXXXXXXXX. Canco6 is a CRIC and a taxable Canadian corporation that is an indirect wholly-owned subsidiary of Pubco;

l)    “Canco7” means XXXXXXXXXX, a company incorporated under the XXXXXXXXXX as amended to the date hereof. Canco7 is a CRIC and a taxable Canadian corporation that is an indirect wholly-owned subsidiary of Pubco;

m)    “Canco8” means XXXXXXXXXX, an unlimited liability company governed by the laws of XXXXXXXXXX. Canco8 is a CRIC and a taxable Canadian corporation that is a SWOC of Canco4 and an indirect wholly-owned subsidiary of Pubco;

n)    “CanGP” means XXXXXXXXXX, a general partnership constituted under the laws of XXXXXXXXXX. The two partners of CanGP are Canco1 which owns a XXXXXXXXXX% interest and Canco2 which owns a XXXXXXXXXX% interest;

o)    “Corporation” has the meaning assigned by subsection 248(1);

p)    “Corporation Resident in Canada” or “CRIC” means a corporation that is resident in Canada for the purposes of the Act;

q)    “CRA” means the Canada Revenue Agency;

r)    “Distributed Portion” means the portion of the Canco3-Forco2 Note distributed out of Canada, as described in Paragraph 43;

s)    “FinanceCo1” means XXXXXXXXXX, the company described in Paragraph 4;

t)    “FinanceCo2” means XXXXXXXXXX, a non-resident corporation formed under the laws of XXXXXXXXXX that is a SWOC of Forco1; it is not, immediately before the Transactions, a Foreign Affiliate of Canco3 or of any other related company which is part of the Pubco Group;

u)    “FinanceCo2’s Branch” means the XXXXXXXXXX branch of FinanceCo2;

v)    “Forco1” means XXXXXXXXXX, a non-resident corporation formed under the laws of XXXXXXXXXX that is an indirect subsidiary of Pubco; it is not a Foreign Affiliate of Canco3 or of any other related company which is part of the Pubco Group;

w)    “Forco2” means XXXXXXXXXX, the corporation described in Paragraph 5, which was renamed, XXXXXXXXXX;

x)    “Forco2 Bank Loan” means the loan from an arm’s length bank to Forco2, as described in Paragraph 16;

y)    “Forco2-FinanceCo1 Note” means the outstanding intercompany note payable by Forco2’s Branch to FinanceCo1 as described in Paragraph 6;

z)    “Forco2’s Branch” means the XXXXXXXXXX branch of Forco2;

aa)   “Forco4” means XXXXXXXXXX, a non-resident corporation governed by the laws of XXXXXXXXXX that is an indirect wholly owned subsidiary of Pubco; it is not a Foreign Affiliate of Canco3 or of any other related company which is part of the Pubco Group;

bb)   “Forco5” means XXXXXXXXXX (formerly XXXXXXXXXX), a non-resident corporation formed under the laws of XXXXXXXXXX that is an indirect wholly-owned subsidiary of Pubco; it is not a Foreign Affiliate of Canco3 or of any other related company which is part of the Pubco Group;

cc)   “Foreign Affiliate” has, by virtue of subsection 248(1), the meaning assigned by subsection 95(1);

dd)   “ForGP” means XXXXXXXXXX, a general partnership, formed under the laws of XXXXXXXXXX, whose only partners are Forsub1, which owns a XXXXXXXXXX% interest, and Forsub2, which holds a XXXXXXXXXX% interest;

ee)   “Forsub1” means XXXXXXXXXX, a non-resident corporation formed under the laws of XXXXXXXXXX that is a SWOC of Forco1; it is not, immediately before the Transactions, a Foreign Affiliate of Canco3 or of any other related company which is part of the Pubco Group;

ff)   “Forsub2” means XXXXXXXXXX, a non-resident corporation formed under the laws of XXXXXXXXXX that is a SWOC of Forco1; it is not, immediately before the Transactions, a Foreign Affiliate of Canco3 or of any other related company which is part of the Pubco Group;

gg)   “Invested Portion” means the portion of the funds from the repayment of the Forco2-FinanceCo1 Note which is not distributed but used to purchase certain shares and receivables described in Paragraph 42;

hh)   “Management” means the management of Pubco;

ii)   “Paragraph” refers to a numbered paragraph in this letter;

jj)   “PLOI” means pertinent loan or indebtedness and has the meaning assigned by subsection 15(2.11);

kk)   “Pubco” means XXXXXXXXXX, the corporation described in Paragraph 1;

ll)   “Pubco Group” means Pubco and its subsidiaries;

mm)   “Specified Debtor” has the meaning assigned by subsection 90(15);

nn)   “Subsidiary Wholly-Owned Corporation” or “SWOC” has the meaning assigned by subsection 248(1);

oo)   “taxable Canadian corporation” has, by virtue of subsection 248(1), the meaning assigned by subsection 89(1);

pp)   “Transactions” refers to the transactions set out in Paragraphs 12 to 39 below;

qq)   “Undistributed Portion” means the portion of the Canco3-Forco2 Note that is not distributed out of Canada;

rr)   XXXXXXXXXX; and

ss)   “USD” means U.S. dollars.

Facts

1.    Pubco is a XXXXXXXXXX-resident corporation and a non-resident of Canada for purposes of the Act. Pubco is a XXXXXXXXXX. Pubco’s shares are listed on the XXXXXXXXXX Stock Exchange and it is the ultimate parent of the Pubco Group. It is not a Foreign Affiliate of Canco3 or of any other related company which is part of the Pubco Group.

2.    Canco1 is an unlimited liability company incorporated under the laws of XXXXXXXXXX which is also a CRIC and a taxable Canadian corporation. It is served by the XXXXXXXXXX Tax Services Office and the XXXXXXXXXX Taxation Centre. All of the shares of Canco1 are indirectly held by Pubco. Canco1 is a SWOC of Forco4. As noted above, Canco1 owns a XXXXXXXXXX% interest in CanGP. It has a XXXXXXXXXX year-end and has made a functional currency election under subsection 261(3) to use the U.S. dollar as its functional currency for the purposes of the Act, as of XXXXXXXXXX.

3.    Canco3 is an unlimited liability company incorporated under the laws of XXXXXXXXXX which is also a CRIC and a taxable Canadian corporation. Canco3 is served by the XXXXXXXXXX Tax Services Office and the XXXXXXXXXX Taxation Centre. All of the shares of Canco3 are indirectly held by Pubco. All of the issued shares of Canco3 are directly held by CanGP. Canco3 has a XXXXXXXXXX year-end and has made a functional currency election under subsection 261(3) to use the U.S. dollar as its functional currency for the purposes of the Act, as of XXXXXXXXXX.

4.    FinanceCo1 is a limited liability company organized in XXXXXXXXXX under the laws of XXXXXXXXXX. FinanceCo1 is a non-resident corporation for purposes of the Act and is a SWOC of Canco3.

5.    Forco2 is organized under the laws of XXXXXXXXXX. It is a non-resident corporation for the purposes of the Act. Forco2 has a branch in XXXXXXXXXX (“Forco2’s Branch”). Forco2 is a SWOC of Forco1. It is not a Foreign Affiliate of Canco3 or of any other related company which is part of the Pubco Group.

6.    On XXXXXXXXXX, FinanceCo1 entered into a loan facility (the “Forco2-FinanceCo1 Note”) to lend money to Forco2’s Branch which had the following terms:

a.    The maximum borrowing under the loan agreement is US$XXXXXXXXXX;

b.    The note bears interest at a rate of the XXXXXXXXXX LIBOR plus the borrowing spread defined by an internal financing rate, applicable on the principal amount of the note at any time; and

c.    The note’s maturity date is automatically extended for consecutive one-year terms unless terminated by either party.

7.    As of XXXXXXXXXX, the total amount outstanding under the Forco2-FinanceCo1 Note was USD$XXXXXXXXXX. Of that amount:

a.    USD XXXXXXXXXX was borrowed prior to XXXXXXXXXX;

b.    USD XXXXXXXXXX was borrowed after XXXXXXXXXX and prior to XXXXXXXXXX; and

c.    USD XXXXXXXXXX was borrowed after XXXXXXXXXX.

8.    Canco1 has a debt obligation of USD XXXXXXXXXX to Canco8.

9.    a. Canco3 has a debt obligation of USD XXXXXXXXXX to Pubco.

       b. Canco3 has debt obligations of USD XXXXXXXXXX and USD XXXXXXXXXX to Canco4.

      c. Canco3 has a debt obligation of USD XXXXXXXXXX to Canco6.

      d. Canco3 has a debt obligation of USD XXXXXXXXXX to Canco7.

      e. Canco3 has a debt obligation of USD XXXXXXXXXX to Canco8.

10.   Canco4 has a debt obligation of USD XXXXXXXXXX to Canco8.

11.   XXXXXXXXXX

Transactions

The following transactions occurred prior to XXXXXXXXXX in the order in which they are described below:

12.   On XXXXXXXXXX, Canco5 transferred all of the issued and outstanding shares of Canco4 to Canco1 in exchange for a note of USD XXXXXXXXXX (“the Canco5-Canco1 Note”) representing the fair market value of Canco4.

13.   On XXXXXXXXXX, CanGP was liquidated pursuant to subsection 98(3).

14.   On XXXXXXXXXX, all of the issued and outstanding shares of Canco2 were transferred by Forco4 to Canco1 in exchange for additional common shares of Canco1.

15.   On XXXXXXXXXX, Canco2 was merged with Canco1 through a short-form vertical amalgamation as contemplated by section 87.

16.   On XXXXXXXXXX, Forco2’s Branch borrowed USD XXXXXXXXXX from an arm’s length bank (“Forco2 Bank Loan”).

17.   On XXXXXXXXXX, Forco2’s Branch used the cash proceeds received from the Forco2 Bank Loan to repay the total amount owing on the Forco2-FinanceCo1 Note to FinanceCo1 (in the amount of USD XXXXXXXXXX).

18.   On XXXXXXXXXX, FinanceCo1 purchased all of the issued and outstanding shares of Forsub1 and Forsub2 from Forco1 for nominal cash consideration representing their fair market value.

19.   On XXXXXXXXXX, FinanceCo1 used USD XXXXXXXXXX of the proceeds from the repayment of the Forco2-FinanceCo1 Note to purchase the following receivables in exchange for cash consideration equal to the fair market value of the receivables:

a.    A note receivable from FinanceCo2 owed by Forsub1 for cash consideration of USD XXXXXXXXXX;

b.    A note receivable from Forco2 owed by ForGP for cash consideration of USD XXXXXXXXXX; and

c.    A note receivable from FinanceCo2 owed by Forsub2 for cash consideration of USD XXXXXXXXXX.

20.   On XXXXXXXXXX, FinanceCo1 distributed by way of dividend the remaining portion of the proceeds (representing USD XXXXXXXXXX) from the repayment of the Forco2-FinanceCo1 Note in cash to Canco3.

21.   On XXXXXXXXXX, Canco3 loaned to Forco2’s Branch an amount equivalent to USD XXXXXXXXXX (“the Canco3-Forco2 Note”) which used the proceeds from the borrowing to make a partial repayment of the Forco2 Bank Loan.

22.   On XXXXXXXXXX, FinanceCo1 purchased all of the issued and outstanding shares of FinanceCo2 from Forco1 in exchange for nominal cash consideration representing their fair market value.

23.   On XXXXXXXXXX, FinanceCo1 contributed the notes receivable described in Paragraph 19 to the capital of FinanceCo2.

24.   On XXXXXXXXXX, FinanceCo2 allocated the notes receivables described in Paragraph 19 to FinanceCo2’s Branch.

25.   On XXXXXXXXXX, FinanceCo1 was continued as a XXXXXXXXXX. 

26.   On XXXXXXXXXX, Canco3 repaid its outstanding obligation of USD XXXXXXXXXX owed to Canco6 using its cash on hand.

27.   On XXXXXXXXXX, Canco3 repaid its outstanding obligation of USD XXXXXXXXXX owed to Canco7 using its cash on hand.

28.   On XXXXXXXXXX, Canco3 repaid its outstanding obligation of USD XXXXXXXXXX owed to Pubco using its cash on hand.

29.   On XXXXXXXXXX, Canco3 repaid its outstanding obligation of USD XXXXXXXXXX owed to Canco8 by delivering to Canco8 a corresponding portion of the Canco3-Forco2 Note. (The portion of the receivable that is delivered as a repayment of the USD XXXXXXXXXX obligation was evidenced by the issuance of a new note for a corresponding amount, after the completion of this step. The same is true for the other similar steps below.)

30.   On XXXXXXXXXX, Canco3 repaid its outstanding obligations of USD XXXXXXXXXX and USD XXXXXXXXXX owed to Canco4 by delivering to Canco4 a corresponding portion of the Canco3-Forco2 Note.

31.   On XXXXXXXXXX, Canco4 repaid its outstanding obligation of USD XXXXXXXXXX owed to Canco8 by delivering to Canco8 a corresponding portion of the Canco3-Forco2 Note.

32.   On XXXXXXXXXX, Canco3 was wound-up into Canco1 in accordance with subsection 88(1), resulting in the remaining amount of the Canco3-Forco2 Note being transferred to Canco1.

33.   On XXXXXXXXXX, Canco1 repaid its outstanding obligation of USD XXXXXXXXXX owed to Canco8 by delivering to Canco8 a corresponding portion of the Canco3-Forco2 Note.

34.   On XXXXXXXXXX, Canco8 distributed its aggregated receivable owed by Forco2 (see Paragraphs 29, 31 and 33) for a total amount of USD XXXXXXXXXX to Canco4 as a return of capital.

35.   On XXXXXXXXXX, Canco1 repaid the Canco5-Canco1 Note of USD XXXXXXXXXX (see Paragraph 12) owed to Canco5 by delivering a portion (“the Canco5 Portion”) of the Canco3-Forco2 Note, of USD XXXXXXXXXX, and cash of USD XXXXXXXXXX.

36.   On XXXXXXXXXX, Canco5 distributed the Canco5 Portion (USD XXXXXXXXXX) and cash of USD XXXXXXXXXX to Forco5 as a return of capital.

37.   On XXXXXXXXXX, Canco4 redeemed its preferred shares held by Canco1 and paid the redemption amount by delivering its aggregated and remaining portions of the Canco3-Forco2 Note (USD XXXXXXXXXX).

38.   On XXXXXXXXXX, Canco1 repaid its outstanding obligation of USD XXXXXXXXXX owed to Forco4 by delivering to Forco4 a corresponding portion of the Canco3-Forco2 Note.

39.   On XXXXXXXXXX, Canco1 distributed the remaining portion of the Canco3-Forco2 Note, of USD XXXXXXXXXX, to Forco4 as a return of capital.

Additional information

40.   As a result of the transactions described in Paragraphs 18, 22 and 32, Forsub1, Forsub2 and FinanceCo2 became controlled foreign affiliates, within the meaning assigned by section 17, of Canco1.

41.   In conjunction with the transaction described in Paragraph 25, FinanceCo1 changed its residency, for purposes of the Act, from XXXXXXXXXX to XXXXXXXXXX.

42.   The purchase of the shares and the receivables as described in Paragraphs 18 and 19 are collectively referred to as the Invested Portion and the approximate amount of the Invested Portion is USD XXXXXXXXXX.

43.   The portions of the Canco3-Forco2 Note that are transferred as described in Paragraphs 36, 38 and 39 are collectively referred to as the Distributed Portion (which is the portion of the Canco3-Forco2 Note that is transferred outside of Canada). The approximate amount of the Distributed Portion is USD XXXXXXXXXX. PLOI elections will be filed, where subsection 15(2) would otherwise apply, on the Distributed Portion.

44.   No part of the Invested Portion or the Distributed Portion will be converted, directly or indirectly, into an amount owing by any Specified Debtor to a Foreign Affiliate of a member of the Pubco Group or to a creditor partnership in which such a Foreign Affiliate is a member, as part of a series of transactions or events that includes any of the Transactions.

45.   Neither Forsub1, Forsub2, ForGP nor any person related to any of them at any time will, as part of a series of transactions or events that includes any of the Transactions, become creditors or members of creditor partnerships in respect of loans to or indebtedness of any Specified Debtors in respect of any member of the Pubco Group.

46.   The automatic extension of the maturity date of the Forco2-FinanceCo1 Note does not result in a new loan being made after XXXXXXXXXX for the purposes of 90(6).

Purposes of the Transactions

47.   XXXXXXXXXX

48.   In addition to helping to facilitate the XXXXXXXXXX, the Transactions were designed to achieve the repayment of the existing Forco2-FinanceCo1 Note by XXXXXXXXXX in order to avoid the application of subsection 90(6).

49.   The purpose of the transactions described in Paragraphs 18 and 19 is to more closely align the business operations of XXXXXXXXXX and XXXXXXXXXX as the businesses are similar in that they are very much focused on XXXXXXXXXX.

50.   The purpose of the transactions described in Paragraphs 22 to 25 is to mirror the financing structure which was in place prior to the Transactions, from XXXXXXXXXX tax perspective.

Rulings

Provided that the preceding statements constitute a complete and accurate disclosure of all of the relevant Facts, Transactions, Additional Information and Purposes of the Transactions, and provided that the Transactions are legally effective and were completed in the order described above, we rule as follows, in reliance on such statements and subject to the comments below:

A.    The repayment by Forco2 of USD XXXXXXXXXX for the part of the Forco2-FinanceCo1 Note which arose prior to XXXXXXXXXX as described in Paragraphs 7 and 17 will be considered a repayment for the purpose of paragraph 90(8)(a).

B.    The repayment by Forco2 of USD XXXXXXXXXX for the part of the Forco2-FinanceCo1 Note which arose after XXXXXXXXXX and before XXXXXXXXXX as described in Paragraphs 7 and 17 above will be considered a repayment for the purpose of subsection 90(14).

C.    The repayment by Forco2 of USD XXXXXXXXXX for the part of the Forco2-FinanceCo1 Note which arose after XXXXXXXXXX as described in Paragraphs 7 and 17 above will be considered a repayment for the purpose of paragraph 90(8)(a).

D.    The repayments on the Forco2-FinanceCo1 Note, referred to in Rulings A to C, will not be considered repayments made as part of a series of loans or other transactions and repayments for the purpose of either paragraph 90(8)(a) or subsection 90(14), as the case may be, taking into account solely the other Transactions.

The rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R7, Advance Income Tax Rulings and Technical Interpretations, dated April 22, 2016, and are binding on the CRA.

Other comments

Nothing in this ruling letter should be construed as implying that the CRA has ruled, confirmed, agreed to, reviewed, or made any determination in respect of:

(a)   the fair market value of any property referred to herein; 

(b)   whether the Transactions described herein would be undertaken for fair market value consideration;

(c)   the potential application of subsection 15(1), 56(2) or 246(1) to any of the Transactions;

(d)   the characterization of any entity, including the existence or not of a partnership;

(e)   whether any property referred to herein is “taxable Canadian property”, within the meaning of subsection 248(1), or whether any disposition thereof, including a deemed disposition, could give rise to a taxable capital gain;

(f)   the potential application of subsections 87(1), 88(1) or 98(3) to any of the Transactions;

(g)   the possible application of section 212.1 or 212.3 to any of the Transactions;

(h)   the application of subsection 15(2.6) to the future repayment of any loans made, or any indebtedness arising, under the Transactions;

(i)   whether the automatic extension of the due date of any loan or indebtedness referred to herein would create a new debt obligation;

(j)   whether any foreign exchange gain or loss is generated by any of the Transactions and in particular, the potential application of subsection 261(20);

(k)   whether any other transactions not described in the Transactions could make it such that the repayments referred to in rulings A to C above, could be considered to be made as part of a series of loans or other transactions and repayments;

(l)   the potential application of subsection 245(2) to re-determine the tax consequences confirmed in the rulings given above; or

(m)   any other tax consequences relating to the Facts, Transactions and Additional Information described herein, other than those specifically described in the rulings given above.

An invoice for our fees in connection with this ruling request will be sent to you under separate cover.

Yours truly,

XXXXXXXXXX
Section Manager
for Director
International Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch

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