Davies

Neal H. Armstrong

Neal Armstrong is a partner in the Taxation practice. He has extensive expertise in a wide variety of tax matters, including HST and income taxes. His diverse practice includes mergers and acquisitions, reorganizations, financing and leasing transactions, derivatives and other financial products, joint ventures and investment funds and dispute resolution.

Representative Work

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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Recognition

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  • Recognized in The Best Lawyers in Canada as a leading lawyer in Tax Law.
  • Identified as a leading indirect tax practitioner in the Indirect Tax Leaders Guide of the International Tax Review.

Professional Affiliations

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Institute of Chartered Accountants of Ontario

International Fiscal Association

Canadian Tax Foundation

Canadian Bar Association

Board Memberships

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Community Involvement

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  • Chair of Trustees - Northlea UC

Teaching Engagements

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Speaking Engagements

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Articles and Publications

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Neal is the editor and co-author of www.taxinterpretations.com, a website on Canadian tax law. He is also the author of the tax sections in Hughes on Copyright and Industrial Design, Hughes on Trade Marks, and Hughes and Woodley on Patents.

Neal Armstrong
Neal H. Armstrong
Partner
Office:
Toronto
Tel:
416.863.5543
Email:
narmstrong@dwpv.com
Bar Admissions:

Ontario Bar, 1984

Education:

University of Toronto Law School, LL.B., 1982

University of Toronto, B. Comm., 1977