Neal H. Armstrong

Partner

Neal H. Armstrong

Neal H. Armstrong

Partner

Expertise
Bar Admissions
  • Ontario, 1984

For 30 years, Neal has provided clients with clear, comprehensive advice and creative tax solutions.

Neal advises clients on a wide range of domestic and international tax matters, with his specialized expertise in REITs, GST/HST, financings, and inbound and outbound cross-border transactions. His diverse practice includes reorganizations, derivatives and other financial products, as well as real estate joint ventures, land transfer tax advice, investment funds and dispute resolution.

Neal is the editor of Tax Interpretations, an online commentary on the transaction implications of a broad range of Canadian tax matters. The website offers the only comprehensive summary of public transactions over the past five years, providing details that are critical to organizations considering Canadian tax-structuring perspectives.

Neal H. Armstrong

Partner

For 30 years, Neal has provided clients with clear, comprehensive advice and creative tax solutions.

Neal advises clients on a wide range of domestic and international tax matters, with his specialized expertise in REITs, GST/HST, financings, and inbound and outbound cross-border transactions. His diverse practice includes reorganizations, derivatives and other financial products, as well as real estate joint ventures, land transfer tax advice, investment funds and dispute resolution.

Neal is the editor of Tax Interpretations, an online commentary on the transaction implications of a broad range of Canadian tax matters. The website offers the only comprehensive summary of public transactions over the past five years, providing details that are critical to organizations considering Canadian tax-structuring perspectives.

RioCan Real Estate Investment Trust

Acted for RioCan Real Estate Investment Trust on Canadian and US tax matters in connection with the US$1.9-billion sale of its portfolio of 49 shopping centres, located in the Northeastern U.S. and Texas, to Blackstone Real Estate Partners.

Granite Real Estate Inc.

Acted as Canadian and U.S. tax counsel to Granite Real Estate Inc. in its conversion under a plan of arrangement to an international stapled-unit REIT with an initial (NYSE/TSX) market capitalization of $1.8 billion. Granite REIT was the first REIT to qualify as a REIT for Canadian income tax purposes while holding both a Canadian and international portfolio; and also the first to achieve flow-through treatment for its U.S. portfolio by electing to be a partnership for U.S. purposes and utilizing a U.S. private REIT.

Morgan Stanley and RBC Capital Markets

Acted as Canadian counsel to the syndicate of underwriters led by Morgan Stanley and RBC Capital Markets in a cross-border US$280-million initial public offering of Sprott Physical Platinum and Palladium Trust.

The Royal Canadian Mint

Acted for The Royal Canadian Mint in its $600-million initial public offering of exchange-traded receipts under the Mint's new Canadian Gold Reserves program. This innovative offering was made in accordance with exemptive relief from the prospectus requirement and provides investors with direct ownership in physical gold held at the Mint's facilities.

Friedberg Mercantile Group

Acted as special tax counsel to Friedberg Mercantile Group in connection with a proposal at the special meeting of the unitholders of the Friedberg Global-Macro Hedge Fund and Friedberg Asset Allocation Fund to convert such funds to a fund-on-partnership structure.

MI Developments Inc.

Acted for MI Developments Inc. in the elimination of its dual-class share structure pursuant to a plan of arrangement under the Business Corporations Act (Ontario).

Royal Bank of Canada

Acted for Royal Bank of Canada in connection with the establishment of its $7-billion senior note program in 2016, and ongoing representation of Royal Bank of Canada in connection with takedowns of structured products under its senior note program, including pre-clearances of "novel" specified derivatives with the Autorité des marchés financiers in Québec.

Kraft Canada Inc.

Acted as counsel for The Kraft Heinz Company in connection with a Canadian private placement of C$1.0 billion of senior notes issued by its subsidiary, Kraft Canada Inc., and guaranteed by The Kraft Heinz Company and Kraft Heinz Foods Company.  This private placement was part of a series of financing transactions in other jurisdictions consummated in connection with the US$54-billion merger of H.J. Heinz Company and Kraft Foods Group, Inc.

Plazacorp Retail Properties Ltd.

Acted for Plazacorp Retail Properties Ltd. in connection with its tax-deferred conversion from a mutual fund corporation into a real estate investment trust, and its internal reorganization to simplify its structure.

CIBC, Scotiabank, TD Securities Inc. and BMO Capital Markets

Acted for a syndicate of underwriters co-led by CIBC, Scotiabank, TD Securities Inc. and BMO Capital Markets in connection with Crombie Real Estate Investment Trust's public offering of $60 million of trust units and private placement of $40 million of class B LP units.

BMO Nesbitt Burns and National Bank Financial

Acted for a syndicate of underwriters led by BMO Nesbitt Burns and National Bank Financial in connection with a $75-million public offering of trust units of HealthLease Properties REIT.

RBC Dominion Securities and CIBC World Markets

Acted in Canada and the U.S. for a syndicate of underwriters led by RBC Dominion Securities and CIBC World Markets in connection with a US$32-million bought deal public offering of trust units of WPT Industrial REIT.

BMO Capital Markets

Acted for a syndicate of underwriters led by BMO Capital Markets in connection with HealthLease Properties Real Estate Investment Trust's bought deal public offering of $50-million aggregate principal amount of 5.75% convertible unsecured subordinated debentures due November 30, 2018.

Noteholders

Acted for a group of noteholders of the approximately $10-billion Master Asset Vehicle II (MAV II), in approving and implementing amendments to the structure of MAV II to provide for periodic optional redemptions of certain notes of MAV II and concurrent proportional unwinds and liquidations of MAV II's liabilities and assets.

Canaccord Genuity and National Bank Financial

Acted for a syndicate of underwriters led by Canaccord Genuity and National Bank Financial in connection with a $69-million public offering of trust units of HealthLease Properties Real Estate Investment Trust, the net proceeds from which were used to partially fund the acquisition of 13 senior housing and care facilities located in North Carolina, Pennsylvania and Virginia.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $100 million aggregate principal amount of convertible unsecured subordinated debentures due March 31, 2019.

Royal Canadian Mint

Acted for the Royal Canadian Mint in connection with its $100 million initial public offering of exchange-traded receipts under its Canadian Silver Reserves program.

Spectrum Brands, Inc.

Acted as Canadian counsel for Spectrum Brands, Inc. in connection with its US$1.4 billion acquisition of the global Hardware & Home Improvement Group (HHI) of Stanley Black & Decker, Inc.

InnVest Real Estate Investment Trust and InnVest Operations Trust

Acted for InnVest Real Estate Investment Trust and InnVest Operations Trust in connection with a reorganization to unwind their "stapled unit" trading structure through a plan of arrangement under the Canada Business Corporations Act and the Trustee Act (Ontario).

Morgan Stanley and RBC Capital Markets

Acted as Canadian counsel to the syndicate of underwriters led by Morgan Stanley and RBC Capital Markets in a cross-border US$575 million initial public offering of Sprott Physical Silver Trust and in several follow-on offerings in which a further US$880-million of proceeds were raised.

Morgan Stanley and RBC Capital Markets

Acted as Canadian counsel to the syndicate of underwriters led by Morgan Stanley and RBC Capital Markets in a cross-border US$442 million initial public offering of Sprott Physical Gold Trust and in several follow-on offerings in which a further US$2 billion of proceeds were raised.

CIBC World Markets and BMO Nesbitt Burns

Acted for a syndicate of underwriters co-led by CIBC World Markets and BMO Nesbitt Burns in connection with a $60 million equity offering of Crombie Real Estate Investment Trust.

Middlefield Limited

Acted for Middlefield Limited in connection with the offering of an aggregate of $60 million limited partnership units by MRF 2012 Resource Limited Partnership, a partnership established to invest in a diversified portfolio of flow-through shares and flow-through warrants of Canadian exploration, development and production companies involved primarily in the oil and gas, mining or renewable energy sectors.

Metropolitan Life Insurance Company

Acted as Canadian counsel for Metropolitan Life Insurance Company in connection with $675-million underwritten private placements of floating rate maple bonds issued by Metropolitan Life Global Funding I.

CIBC World Markets Inc. and Scotia Capital Inc.

Acted for a syndicate of underwriters co-led by CIBC World Markets Inc. and Scotia Capital Inc. in a $60-million offering of unsecured convertible debentures of Crombie Real Estate Investment Trust.

CIBC World Markets Inc. and Scotia Capital Inc.

Acted for a syndicate of underwriters co-led by CIBC World Markets inc. and Scotia Capital Inc. in a $67.1-million bought deal public offering of trust units of Crombie Real Estate Investment Trust.

CIBC World Markets Inc. and TD Securities Inc.

Acted for a syndicate of underwriters co-led by CIBC World Markets Inc. and TD Securities Inc. in a $45-million bought deal public offering of units of Crombie Real Estate Investment Trust.

CIBC World Markets Inc.

Acted as Canadian counsel for a syndicate of underwriters led by CIBC World Markets Inc. in connection with a $325 million underwritten private placement of floating rate maple bonds issued by Metropolitan Life Global Funding I and guaranteed by the Metropolitan Life Insurance Company.

Northern Iron Corp.

Acted for Northern Iron Corp. with respect to Canadian tax matters in connection with its public offering of Non Flow-Through Units and Flow-Through Units.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $50 million aggregate principal amount of stapled convertible unsecured subordinated debentures due March 30, 2018 and 3,600,000 stapled units of approximately $25 million. This is the first stapled debenture offering in Canada.

Plenary Properties LTAP LP

Acted for Plenary Properties LTAP LP, which was awarded the $1.13-billion contract by Defence Construction Canada for a 33-year design-build-finance-maintain concession for the new headquarters of Canada's foreign intelligence and national cryptologic agency. Spanning over 84,000 square metres and scheduled for completion in 2015, the state-of-the-art facility will become the new home of Canada's national cryptologic agency. This project was awarded the 2011 North American Social Infrastructure Deal of the Year Award by Project Finance magazine.

Bulletin

Ontario Unveils a New 15% Land Transfer Tax and Expanded Rent Controls

Apr. 20, 2017 - On April 20, 2017 the Ontario government announced a set of measures, dubbed the Fair Housing Plan, intended to “help more people find an affordable place to call home, while bringing stability to the real estate market and protecting the investment of homeowners.” The plan includes a proposed 15%...

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IRS Should Allow QCIV Self-Designation Under FIRPTA

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The Federal Court of Appeal Permits Use of Mark-To-Market Tax Accounting

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Recent Developments in Ontario Real Estate

Feb. 26, 2016 - Ontario Court of Appeal Rules on Assignment of Lease by Tenant The Ontario Court of Appeal recently released its decision in Hudson’s Bay Company v. OMERS Realty Corporation, a case that involved the assignment and sublease of the tenant’s interest in anchor tenant leases at Yorkdale, Square...

Announcement

Ninety-one Davies Lawyers Recognized by The Best Lawyers in Canada 2016

Aug. 24, 2015 - Ninety-one lawyers from Davies Ward Phillips & Vineberg LLP were selected by their peers for inclusion in The Best Lawyers in Canada 2016 across 33 areas of specialization, with five lawyers named Lawyer of the Year and seven practitioners newly recognized. Best Lawyers awards the Lawyer of the...

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2013 Federal Budget Highlights

Mar. 21, 2013 - The Minister of Finance delivered the 2013 Canadian Federal Budget on March 21, 2013. Budget 2013 includes a number of significant proposals, including rules aimed at certain monetization transactions and character conversion forward transactions, expanding the rules limiting the trading of...

International Tax Review’s Indirect Tax Leaders Guide

The Best Lawyers in Canada—Tax Law

Bar Admissions

Ontario, 1984

Education

University of Toronto, LLB, 1982
University of Toronto, BComm, 1977

Professional Affiliations

Canadian Tax Foundation
Chartered Professional Accountants of Ontario
International Fiscal Association

Community Involvement

Northlea United Church, chair of trustees