As described in the Information Circular, under the Arrangement, each Unitholder and BGHI Shareholder exchanged their Units and Shares, respectively, for common shares of Boyd Group Services Inc. (“BGSI Shares”) on January 1, 2020.
On the exchange of Units for BGSI Shares pursuant to the Arrangement, a Unitholder who held their Units as capital property for tax purposes and is, at all relevant times and for the purposes of the Income Tax Act (Canada) (the “Tax Act“), a resident of Canada and not exempt from tax under Part I of the Tax Act (a “Resident Unitholder“) will recognize a capital gain (or capital loss) equal to the amount, if any, by which the fair market value of the BGSI Shares received exceeds (or is less than) the aggregate of the adjusted cost base of the Units to the Resident Unitholder, determined immediately before the effective time of the unit-for-share exchange. The cost to a Resident Unitholder of their BGSI Shares acquired is equal to the fair market value thereof.
While an exchange of Shares for BGSI Shares pursuant to the Arrangement will generally automatically occur on a tax-deferred basis, a BGHI Shareholder who chooses to recognize a capital gain (or capital loss) and who held their Shares as capital property for tax purposes and is, at all relevant times and for the purposes of the Tax Act, a resident of Canada and not exempt from tax under Part I of the Tax Act (a “Resident BGHI Shareholder“) will recognize a capital gain (or capital loss) equal to the amount, if any, by which the fair market value of the BGSI Shares received exceeds (or is less than) the aggregate of the adjusted cost base of the BGHI Shares to the Resident BGHI Shareholder, determined immediately before the effective time of the share-for-share exchange. The cost to a Resident BGHI Shareholder who chooses to recognize a capital gain (or capital loss) of their BGSI Shares acquired is equal to the fair market value thereof.
Neither Boyd Group Income Fund nor Boyd Group Holdings Inc. has the information to determine the adjusted cost base of any particular Resident Unitholder of their Units or of any particular Resident BGHI Shareholder of their BGHI Shares and each Unitholder and BGHI Shareholder must determine such adjusted cost base using its own records. If you require assistance, please contact your tax advisor.
Boyd Group Services Inc.’s estimate of the fair market value of the BGSI Shares issued in exchange for Units and BGHI Shares is $202.00 per share. This estimate of the fair market value was determined based on the trading price of the Units as of close of trading on December 31, 2019.
The estimate of fair market value is not binding on the Canada Revenue Agency or any particular Unitholder or BGHI Shareholder and all Unitholders and BGHI Shareholders should consult with their own tax advisors with respect to the appropriate mechanism of valuing the BGSI Shares received pursuant to the Arrangement.