Kimberly Brown

Partner

Kimberly Brown

Kimberly Brown

Partner

Expertise
Bar Admissions
  • Ontario, 2009

Clients count on Kim for excellent service and advice that combine strong technical expertise with a business-minded approach.

With a practice focusing on corporate tax planning, Kim advises on the tax aspects of mergers and acquisitions, corporate reorganizations, corporate finance, partnerships, trusts, real estate and cross-border transactions. She works with companies of all sizes, across all industry sectors. Kim also advocates for clients to resolve tax disputes with the Canada Revenue Agency.

Kimberly Brown

Partner

Clients count on Kim for excellent service and advice that combine strong technical expertise with a business-minded approach.

With a practice focusing on corporate tax planning, Kim advises on the tax aspects of mergers and acquisitions, corporate reorganizations, corporate finance, partnerships, trusts, real estate and cross-border transactions. She works with companies of all sizes, across all industry sectors. Kim also advocates for clients to resolve tax disputes with the Canada Revenue Agency.

Fortis Inc.

Acted for Fortis Inc. in connection with its issuance of an aggregate principal amount of approximately US$2 billion of registered notes in exchange for notes previously issued to U.S. investors on a private placement basis. The new notes issued as a result of the exchange offer were qualified by a prospectus supplement under a cross-border shelf prospectus filed under the multi-jurisdictional disclosure system.

Desjardins Capital Markets and National Bank Financial

Acted for a syndicate of underwriters co-led by Desjardins Capital Markets and National Bank Financial on a $55-million bought deal public offering of trust units of Nexus REIT and a concurrent private placement of $15 million.

Brio Gold Inc.

Acted for Brio Gold Inc. in connection with an $80-million secondary offering of common shares.

Atlas Holdings LLC

Acted for Atlas Holdings in connection with Atlas's acquisition of an 80% equity interest in Millar Western Forest Products and Atlas's exchange of high-yield notes for new secured high-yield notes as the supporting noteholder for Millar Western's US$210-million note exchange transaction. The note exchange transaction was implemented under a plan of arrangement under the Canada Business Corporations Act and, together with Atlas's subsequent equity investment by way of a debt for share exchange transaction, significantly reduced Millar Western's indebtedness and strengthened its financial position, enhancing its ability to respond to and capitalize on developments in the forest products industry.

Fortis Inc.

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.

RBC Capital Markets and Scotiabank

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.

TIO Networks Corp.

Acted 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.

Syndicate of underwriters, led by CIBC Capital Markets and RBC Capital Markets

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.

Fortis Inc.

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.

BMO Capital Markets and CIBC World Markets Inc.

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.

Fortis Inc.

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 were used to finance a portion of the cash consideration for the previously announced acquisition of ITC Holdings Corp.

DAK Americas LLC

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.

Fortis Inc.

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.

USKAL Corporation LLC and the Serruya Family

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.

Plastic Moulders Limited

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.

Fortis Inc.

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.

Ironbridge Equity Partners

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.

Xplornet Communications Inc.

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

Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.

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.

Stericyle Inc.

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.

Agnico Eagle Mines Limited

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.

The Cadillac Fairview Corporation Limited

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.

Cadillac Fairview Corporation Limited

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.

CarProof

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

Confidential Client

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.

PPG Industries

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.

Square, Inc.

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.

Guide

Canadian Taxation of Trusts, co-author

Dec. 31, 2016 - (Toronto: Canadian Tax Foundation)

Article

Non-Resident Trusts: Selected Interpretive and Planning Issues – Part II, co-author

Dec. 31, 2016 - Canadian Tax Journal, Vol. 64, No. 3

Article

Non-Resident Trusts: Selected Interpretive and Planning Issues – Part I, co-author

Nov. 30, 2016 - Canadian Tax Journal, Vol. 64, No. 2

Bulletin

2016 Federal Budget: Tax Highlights

Mar. 22, 2016 - The new Liberal government’s first budget (Budget 2016) has been the subject of anticipation and speculation, much of it apprehensive. Unusually, Budget 2016 is noteworthy for what it does not contain. Budget 2016 does not introduce changes to increase the tax rate on employee stock option...

Speaking Engagement

Canadian Tax Foundation, annual conference workshop, “Dealing with Mistakes in a Tax Practice”

Nov. 01, 2013

Speaking Engagement

Federated Press, Structuring Direct Investments Course, “Use of a Netherlands Holding Company”

Jan. 01, 2013

Speaking Engagement

The Law Society of Upper Canada, Taxation Issues in Real Estate Transactions Course, “Principal Income Tax and HST Considerations Related to Real Estate in Corporation Reorganizations”

Nov. 01, 2012

Article

Foreign Mergers and “Demergers” Under Recent Canadian Proposals, co-author

Feb. 10, 2012 - Tax Management International Journal, Vol. 41, No. 2

Bar Admissions

Ontario, 2009

Education

Canadian Institute of Chartered Accountants, In-Depth Tax Course, Levels I & II
University of Toronto, JD, 2008
University of Victoria, BComm (Dean’s List, with Distinction), 2002

Professional Affiliations

Canadian Tax Foundation
International Fiscal Association

Teaching Engagements

Kim has presented at the Osgoode Hall Law School’s Professional Development LLM program’s corporate transactions course Selected Canadian Tax Considerations – Corporate Transactions.