Since our national series of presentations in February 2009 that dealt with the choices facing income trusts in light of the changes in tax treatment, the pace of trusts converting to corporations has intensified. We have prepared the following summary of income trust transactions since February 2009 for invitees of our presentations with a view to keeping you up-to-date on recent transactions.
Total Energy Services Trust
Total Energy has completed an arrangement by merging with Biomerge Industries Ltd. resulting in this corporation becoming the publicly held vehicle. Biomerge previously emerged from creditor protection with no business operations and only cash and other incidental assets and has been looking for a new business operation and liquidity for its shareholders. The conversion was completed on May 15, 2009.
Home Equity Income Trust
Home Equity announced its plan to convert to a Schedule I Chartered Bank in February and has begun this process by converting to a corporation. Home Equity received unitholder approval for the arrangement on April 30, 2009 and completed the conversion on May 5, 2009. Home Equity has announced that it expects to be operating as a bank by the third quarter of 2009.
GMP Capital Trust
GMP has completed a plan of arrangement to convert to a corporation. GMP’s board of trustees indicated that access to capital, potential for growth and concern over valuations of income trusts following the announcement of the new taxation rules were the driving reasons behind the conversion. GMP is an independent investment dealer focusing on investment banking and institutional equities. The conversion was completed on May 15, 2009.
Mullen Group Income Fund
Mullen announced in January 2008 that it was concerned about its long term sustainability and potential in light of the new SIFT taxation rules. After spending more than a year investigating its options, Mullen announced that it would convert to a corporation in order to maintain its access to capital and growth potential. Mullen provides specialized transportation and other services to the oil and gas sector in western Canada. The conversion was completed on May 1, 2009.
Hartco Income Fund
Hartco has completed its conversion into a corporation, Hartco Inc., pursuant to a plan of arrangement. Hartco is active in the Canadian information technology industry. The conversion was completed on April 15, 2009.
Ag Growth Income Fund
Ag Growth announced in April that it will convert to a corporation through a plan of arrangement and that it will use the corporate structure of Benachee Industries Inc. as a vehicle for conversion in exchange for cash and equity consideration paid to Benachee’s parent company. Ag has indicated that it expects the conversion to provide greater access to capital, better potential for growth and a lower tax rate for unitholders on dividend proceeds. Ag Growth is a manufacturer of grain products. A special meeting of unitholders to vote on the proposed arrangement has been scheduled for June 3, 2009.
Advantage Energy Income Fund
Advantage has scheduled an annual and special meeting of unitholders at which it will seek approval for its planned conversion to a corporation. Advantage’s conversion announcement on March 18, 2009 cited a desire to expand its natural gas reserve operations in Alberta and uncertainty as to the tax treatment of income trusts after 2011 as the driving reasons behind its decision to convert. The vote will take place on June 29, 2009.
Crescent Point Energy Trust
Crescent Point announced its intention to convert to a corporation on March 4, 2009 citing challenges in fulfilling its ambitions for growth in the oil and gas sector with the current growth limitations placed on income trusts. Crescent Point has announced plans for the strategic acquisition of Wild River Resources Ltd through a plan of arrangement, which will allow it to use the corporate structure of Wild River to convert the trust into a corporation. Unitholders are scheduled to vote on the proposed conversion at an annual and special meeting on June 29, 2009.
Conversion situations involving a merger with an existing corporate entity as was the case with Total Energy Services Trust, Ag Growth Income Fund and other earlier strategic acquisitions, are often structured to allow the income trust to maintain its current level of cash distributions while providing a more tax efficient return to its investors.
Northland Power Income Fund
Northland Power Income Fund (Fund) announced the proposed acquisition of Northland Power Inc. (NPI), the parent of the manager of the Fund. NPI is in the business of developing, constructing, financing, owning, managing and operating power plants. The trustees plan to maintain the Fund as a trust until at least late 2010, but the acquisition will enhance the Fund’s ability to maintain the current cash distribution after 2010, whether the fund remains as a trust or converts into a corporation. This is in part due to the capital cost allowance available from projects under construction by NPI. The meeting of unitholders to consider this transaction is scheduled for June 22, 2009. BLG is acting for NPI, the vendor of NPI and the manager of the Fund.