Davies

Kimberly Brown

Kim Brown is a partner in the Taxation practice. She focuses on corporate tax planning, including tax aspects of mergers and acquisitions, corporate reorganizations, corporate finance, partnerships, trusts, real estate and cross-border transactions, as well as tax dispute resolution.

Representative Work

  • Acted for Fortis Inc. in connection with its $500-million direct registered offering of common shares to a U.S. institutional investor. The shares were sold pursuant to a cross-border shelf prospectus filed by Fortis under the multi-jurisdictional disclosure system.

  • Acted for the syndicate of underwriters, led by RBC Capital Markets and Scotiabank, in connection with a US$166-million bought deal public offering of common shares of New Gold Inc. The net proceeds from the offering were used to finance the completion of the construction of the Rainy River gold project in Ontario, Canada.

  • Acting for the Special Committee of the board of directors of TIO Networks Corp., in connection with its $304-million acquisition by PayPal Holdings, Inc. TIO is a North American cloud-based multi-channel bill payment processing and receivables management company.

  • Acted as Canadian counsel for a syndicate of underwriters, managed by CIBC World Markets Inc., Jefferies Securities, Inc., RBC Dominion Securities Inc. and Robert W. Baird & Co. Incorporated, in connection with the $125-million initial public offering and secondary offering of an aggregate of 10,900,000 Class A subordinate voting shares of Freshii Inc., a Canadian healthy fast-casual franchise. The offering was the first Canadian initial public offering on the Toronto Stock Exchange in 2017.

  • Acted for Fortis Inc. in connection with its $500-million public offering, by way of prospectus supplement, of 2.85% senior unsecured notes due 2023. Fortis established its first cross-border shelf prospectus on November 30, 2016, using the multijurisdictional disclosure system.

  • Acted for a syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc. in connection with a $193-million bought deal public offering of trust units of Milestone Apartments Real Estate Investment Trust. The REIT intends to use the proceeds from the offering to fund a portion of the purchase price for its US$242-million acquisition of a portfolio of six multi-family properties.

  • Acted for Fortis Inc. in connection with its US$2 billion notes offering under Rule 144A with registration rights in the United States. The net proceeds will be used to finance a portion of the cash consideration for the previously announced acquisition of ITC Holdings Corp.

  • Acted for DAK Americas LLC, a producer of PET (polyethylene terephthalate) resins, in connection with its acquisition of a controlling interest in Selenis Canada from IMG Group. Selenis Canada operates a PET plant in Montréal.

  • Acted for Fortis Inc. in connection with the US$1.2-billion sale of a 19.9% interest in ITC Holdings Corp. to GIC, a sovereign wealth fund of the Government of Singapore.

  • Acted as tax counsel to USKAL Corporation LLC and the Serruya Family in connection with the sale of Kahala Brands, Ltd., which operates 18 brands at 2,800 fast-food locations in 27 countries, to MTY Food Group Inc. for US$310 million.

  • Acted for Plastic Moulders Limited in connection with its successful approximately $40-million sale by its shareholders, including Richardson Capital, to Amcor Packaging Investments Inc., a subsidiary of Amcor Limited.

  • Acted for Fortis Inc. in connection with its US$11.3-billion acquisition of Novi, Michigan-based ITC Holdings Corp., the largest independent electric transmission company in the United States.

  • Acted for Ironbridge Equity Partners in its acquisition of Advance Engineered Products Ltd.'s tank production and services business under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The assets purchased also include the mobile vacuum systems business carried on under the Westech Vac Systems name and the metal fabrication and machining business carried on under the Dumur Industries name.

  • Acted for Xplornet Communications Inc. in connection with its $9.1-million acquisition of Platinum Communications Corp.

  • Acted for Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. in connection with the $900-million private placement of senior unsecured notes issued by Molson Coors International LP.

  • Acted as Canadian counsel for Stericycle, Inc. in its acquisition of Shred-it International, a global secure information destruction services provider, for US$2.3 billion in cash.

  • Acted for Agnico Eagle Mines Limited in connection with its $3.9-billion acquisition with Yamana Gold Inc. of Osisko Mining Corporation. The transaction involved the formation of a 50-50 partnership between Agnico Eagle and Yamana which will hold and operate the Canadian Malartic mine. The transaction also resulted in a spin-out of a new TSX-listed company called Osisko Gold Royalties Ltd. which will continue to hold a 5% royalty interest in the Canadian Malartic gold property as well as exploration assets in Mexico.

  • Acted for The Cadillac Fairview Corporation Limited in connection with its $650-million purchase of the Hudson's Bay downtown Toronto flagship retail complex and the Simpson's Tower located at 401 Bay Street. HBC will lease the entire retail and office complex back for a base term of 25 years with renewal options for a term of just under 50 years.

  • Acted for The Cadillac Fairview Corporation Limited in connection with the full surrender by Sears Canada Inc. of its leases at four shopping centres, and the partial surrender by Sears of its lease at a fifth shopping centre, for a total consideration of $400 million.

  • Acted for CarProof, Canada's largest national vehicle history report provider, in its sale of a minority stake in CarProof to Hellman & Friedman LLC.

  • Acted for the purchaser of residual interests from Home Trust Company in mortgage pools totalling $662.2 million originated and securitized by Home Trust Company through the NHA Mortgage Backed Securities program sponsored by Canada Mortgage and Housing Corporation.

  • Acted as Canadian counsel for PPG Industries in connection with its $1.05-billion acquisition of the North American architectural coatings business of AkzoNobel N.V.

  • Acted for Square, Inc. in connection with the expansion into Canada of its electronic payment service that allows users to accept credit card payments through their mobile devices.

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Recognition

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Professional Affiliations

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Canadian Bar Association

Ontario Bar Association

Law Society of Upper Canada

Canadian Tax Foundation

International Fiscal Association

Board Memberships

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Community Involvement

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Teaching Engagements

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Speaking Engagements

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Kim has presented on tax matters to a wide variety of tax and non-tax audiences, including:

  • "Selected Canadian Tax Considerations – Corporate Transactions" at the Osgoode Professional Development LLM Program – Corporate Transactions course presented by Osgoode Hall Law School in September, 2015.
  • "Dealing with Mistakes in a Tax Practice" at the Canadian Tax Foundation Annual Conference Workshop in November, 2013.
  • “Use of a Netherlands Holding Company” at the Structuring Direct Investments course presented by Federated Press in January, 2013.
  • “Principal Income Tax and HST Considerations Related to Real Estate in Corporation Reorganizations” at the Taxation Issues in Real Estate Transactions course presented by the Law Society of Upper Canada in November, 2012.
  • “The 2011 Budget Briefing” at the Canadian Tax Foundation (Toronto) Young Practitioner's Group Meeting in April, 2011.

Articles and Publications

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Kim is a co-author of the forthcoming "Canadian Taxation of Trusts", to be published by the Canadian Tax Foundation and has authored and co-authored several articles on tax matters, including "Non-Resident Trusts: Selected Interpretive and Planning Issues – Part I", published in the Canadian Tax Journal, Vol. 64, No. 2 (2016) (with Elie Roth), "Non-Resident Trusts: Selected Interpretive and Planning Issues – Part II", published in the Canadian Tax Journal, Vol. 64, No. 3 (2016) (with Elie Roth), "Foreign Mergers and 'Demergers' under Recent Canadian Proposals," published in Tax Management International Journal, Vol. 41, No. 2, February 10, 2012 (with Patrick Marley), “The Development of the Tax Court of Canada: Status, Jurisdiction and Stature,” published in Canadian Tax Journal, Vol. 58, Supp. (with Ian MacGregor, Thomas Aiken and Jeff Oldewenning), and “Canada’s New Definition of ‘Taxable Canadian Property’: A Welcome Change for Nonresident Investors,” published in Tax Management International Journal, Vol. 39, No. 6, June 11, 2010 (with Monica Biringer).

Kimberly Brown
Kimberly Brown
Partner
Office:
Toronto
Tel:
416.367.7484
Email:
kbrown@dwpv.com
Bar Admissions:

Ontario, 2009

Education:

Canadian Institute of Chartered Accountants, In-depth Tax Course, Level I, 2010, and Level II, 2011

University of Toronto, J.D., 2008

University of Victoria, B. Comm (Dean's List) (with Distinction), 2002