Neal H. Armstrong

Partner

Neal H. Armstrong

Neal H. Armstrong

Partner

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  • 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.

Granite Real Estate Investment Trust

Acted as tax counsel to Granite REIT in its $231-million bought deal equity offering of 3.7 million stapled units.

Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets

Acted for a syndicate of underwriters co-led by Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets in a US$135-million bought deal public offering of trust units by WPT Industrial REIT.

Granite REIT

Acted as tax counsel to Granite REIT in its sale of a real estate portfolio in the United States and Canada for $400 million.

Royal Bank of Canada

Acted for Royal Bank of Canada in the establishment of its $7-billion senior note program in 2018, and ongoing representation of Royal Bank of Canada in takedowns of structured products under its senior note program.

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.

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.

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.

Article

Taxpayer Wins Treaty Shopping Challenge in Alta Energy Luxembourg, co-author

Sept. 14, 2018 - Tax Management International Journal (The Bureau of National Affairs, Inc.)
Download this article.

Bulletin

Ontario Proposes Changes to Land Transfer Tax for Certain Trusts and Partnerships

July 19, 2017 - The Ontario Ministry of Finance considers partnerships and most trusts to be transparent for Ontario land transfer tax (LTT) purposes. This means that if a unit trust or limited partnership with a large number of unitholders purchases a beneficial interest in Ontario real estate, technically each...

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%...

Article

IRS Should Allow QCIV Self-Designation Under FIRPTA

Dec. 16, 2016 - As part of the Protecting Americans from Tax Hikes Act of 2016 (PATH Act), Congress enacted a new exemption from the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) for foreign entities that are “qualified shareholders” of certain publicly traded real estate investment...

Bulletin

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

June 24, 2016 - The Federal Court of Appeal has held in the Kruger Inc. v. Canada decision published yesterday, that Kruger Inc. was entitled to use the mark-to-market method in computing its income for federal income tax purposes.   As a result, for income tax purposes it was entitled to recognize an...

Bulletin

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,...

Bulletin

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

International Tax Review’s World Tax: The Comprehensive Guide to the World’s Leading Tax Firms—Indirect Tax

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

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.

Granite Real Estate Investment Trust

Acted as tax counsel to Granite REIT in its $231-million bought deal equity offering of 3.7 million stapled units.

Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets

Acted for a syndicate of underwriters co-led by Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets in a US$135-million bought deal public offering of trust units by WPT Industrial REIT.

Granite REIT

Acted as tax counsel to Granite REIT in its sale of a real estate portfolio in the United States and Canada for $400 million.

Royal Bank of Canada

Acted for Royal Bank of Canada in the establishment of its $7-billion senior note program in 2018, and ongoing representation of Royal Bank of Canada in takedowns of structured products under its senior note program.

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.

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.

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.

Article

Taxpayer Wins Treaty Shopping Challenge in Alta Energy Luxembourg, co-author

Sept. 14, 2018 - Tax Management International Journal (The Bureau of National Affairs, Inc.)
Download this article.

Bulletin

Ontario Proposes Changes to Land Transfer Tax for Certain Trusts and Partnerships

July 19, 2017 - The Ontario Ministry of Finance considers partnerships and most trusts to be transparent for Ontario land transfer tax (LTT) purposes. This means that if a unit trust or limited partnership with a large number of unitholders purchases a beneficial interest in Ontario real estate, technically each...

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%...

Article

IRS Should Allow QCIV Self-Designation Under FIRPTA

Dec. 16, 2016 - As part of the Protecting Americans from Tax Hikes Act of 2016 (PATH Act), Congress enacted a new exemption from the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) for foreign entities that are “qualified shareholders” of certain publicly traded real estate investment...

Bulletin

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

June 24, 2016 - The Federal Court of Appeal has held in the Kruger Inc. v. Canada decision published yesterday, that Kruger Inc. was entitled to use the mark-to-market method in computing its income for federal income tax purposes.   As a result, for income tax purposes it was entitled to recognize an...

Bulletin

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,...

Bulletin

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

International Tax Review’s World Tax: The Comprehensive Guide to the World’s Leading Tax Firms—Indirect Tax

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