RE: Update on Workstreams [CWILSON-C.FID2144802]
- From
- Ip, Renee <reneeip@kpmg.ca>
- To
- "michael.jichetti@thekey.com" <michael.jichetti@thekey.com>, Teio Senda <TSenda@cwilson.com>, Germaine Daniels <germaine.daniels@thekey.com>
- CC
- "seth.poindexter@thekey.com" <seth.poindexter@thekey.com>, Timothy Thomas <tt@thekey.com>, "Vara Prasad, Shiva Shankar P" <svaraprasad@kpmg.ca>, Leslie Westmoreland <LWestmoreland@cwilson.com>, "Rubinstein, Brian" <brubinstein@kpmg.ca>, "Sin, Cecilia" <ceciliasin@kpmg.ca>
- Date
- Fri, 16 Jan 2026 15:50:38 +0000
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- INBOX
📎 image001.png; image002.png; image003.jpg
Hi Michael,
I just wanted to check with you as I got an ooo message from Germaine. Should we proceed with the QST registration only then or prefer to wait on her response?
[cid:image001.png@01DC86D5.F2008A70]
Renee Ip
Senior Manager, Indirect Tax
KPMG LLP
Vaughan Metropolitan Centre
100 New Park Place, Suite 1400
Vaughan, ON L4K 0J3
Tel: 416-228-7027
Fax: 905-265-6390
Reneeip@kpmg.ca<mailto:Reneeip@kpmg.ca>
Any advice herein is based on the facts provided to us and on current tax law including judicial and administrative interpretation. Tax law is subject to continual change, at times on a retroactive basis and may result in incremental taxes, interest or penalties. Should the facts provided to us be incorrect or incomplete or should the law or its interpretation change, our advice may be inappropriate. We are not responsible for updating our advice for changes in law or interpretation after the date hereof.
Québec announced through its November 10, 2017 economic plan that it intends to introduce legislation that will prohibit a taxpayer who has carried out a transaction, or series of transactions, subject to a Revenu Québec final assessment based on the general anti-avoidance rule from being able to obtain authorization from the Autorité des marchés financiers (AMF) to bid for or obtain public contracts. The taxpayer will be listed in the Register of Enterprises Ineligible for Public Contracts.
Our advice is limited to the conclusions specifically set forth herein and KPMG expresses no opinion with respect to any other federal, provincial or foreign tax or legal aspect of the transactions described herein. It should be noted that the Canada Revenue Agency and/or the relevant provincial tax authority and/or a foreign tax authority and/or any other governmental tax authority (collectively a Tax or Revenue Authority) could take a different position with respect to these transactions in which case it may be necessary for you to defend this position on appeal from an assessment or litigate the dispute before the courts, including one or more appellate courts, in order for our conclusions to prevail. If a settlement were reached with a Tax or Revenue Authority or if such appeal and litigation were not, or were not entirely, successful, the result would likely be different from the views we express herein. Unless expressly provided for, KPMG’s services do not include representing Client in the event of a challenge by a Tax or Revenue Authority or litigation before any court.
KPMG's advice is for the sole use of KPMG's client. The advice is based on the specific facts and circumstances and the scope of KPMG’s engagement and is not intended to be relied upon by any other person. KPMG disclaims any responsibility or liability for any reliance that any person other than the client may place on this advice.
From: Michael Jichetti <michael.jichetti@thekey.com>
Sent: Wednesday, January 14, 2026 5:07 PM
To: Teio Senda <TSenda@cwilson.com>; Germaine Daniels <germaine.daniels@thekey.com>
Cc: Ip, Renee <reneeip@kpmg.ca>; seth.poindexter@thekey.com; Timothy Thomas <tt@thekey.com>; Vara Prasad, Shiva Shankar P <svaraprasad@kpmg.ca>; Leslie Westmoreland <LWestmoreland@cwilson.com>; Rubinstein, Brian <brubinstein@kpmg.ca>; Sin, Cecilia <ceciliasin@kpmg.ca>
Subject: Re: Update on Workstreams [CWILSON-C.FID2144802]
I can check on Chris and his ID. I do not handle payroll matters, so I am adding Germaine who can confirm if she needs any help. Thank you
On Wed, Jan 14, 2026 at 5:01 PM Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>> wrote:
Yes, attached is the pre-amalgamation resolution of HCA Montreal.
From: Ip, Renee <reneeip@kpmg.ca<mailto:reneeip@kpmg.ca>>
Sent: Wednesday, January 14, 2026 12:56 PM
To: michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com>; Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>>
Cc: seth.poindexter@thekey.com<mailto:seth.poindexter@thekey.com>; Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>; Vara Prasad, Shiva Shankar P <svaraprasad@kpmg.ca<mailto:svaraprasad@kpmg.ca>>; Leslie Westmoreland <LWestmoreland@cwilson.com<mailto:LWestmoreland@cwilson.com>>; Rubinstein, Brian <brubinstein@kpmg.ca<mailto:brubinstein@kpmg.ca>>; Sin, Cecilia <ceciliasin@kpmg.ca<mailto:ceciliasin@kpmg.ca>>
Subject: RE: Update on Workstreams [CWILSON-C.FID2144802]
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________________________________
Thanks Teio – Yes, that is what I am looking for. Do you have the officer resolution for Home Care Assistance (Montreal) Inc.? If not @Michael Jichetti<mailto:michael.jichetti@thekey.com> can you please provide.
@Michael Jichetti<mailto:michael.jichetti@thekey.com> – for TheKey Care Ltd, as the officers resolution that Teio provides only confirms Chris CEO title, Chris would have to sign the forms. That said, please provide Chris photo ID with signature in the meantime. Also, I realized, I forgot to highlight in blue below to confirm whether TheKey Care Ltd. needs Quebec payroll registration. Can you confirm and if so, provide the below as it is one registration form so we can complete at the same time if needed.
Per my attached email, please confirm if you need the Quebec payroll account as well and if so, please provide the below.
Source Deductions:
o Date expected to pay a salary or wages for the first time
* Total amount of deductions and employer contributions expected monthly
Renee Ip
Senior Manager, Indirect Tax
KPMG LLP
Vaughan Metropolitan Centre
100 New Park Place, Suite 1400
Vaughan, ON L4K 0J3
Tel: 416-228-7027
Fax: 905-265-6390
Reneeip@kpmg.ca<mailto:Reneeip@kpmg.ca>
Any advice herein is based on the facts provided to us and on current tax law including judicial and administrative interpretation. Tax law is subject to continual change, at times on a retroactive basis and may result in incremental taxes, interest or penalties. Should the facts provided to us be incorrect or incomplete or should the law or its interpretation change, our advice may be inappropriate. We are not responsible for updating our advice for changes in law or interpretation after the date hereof.
Québec announced through its November 10, 2017 economic plan that it intends to introduce legislation that will prohibit a taxpayer who has carried out a transaction, or series of transactions, subject to a Revenu Québec final assessment based on the general anti-avoidance rule from being able to obtain authorization from the Autorité des marchés financiers (AMF) to bid for or obtain public contracts. The taxpayer will be listed in the Register of Enterprises Ineligible for Public Contracts.
Our advice is limited to the conclusions specifically set forth herein and KPMG expresses no opinion with respect to any other federal, provincial or foreign tax or legal aspect of the transactions described herein. It should be noted that the Canada Revenue Agency and/or the relevant provincial tax authority and/or a foreign tax authority and/or any other governmental tax authority (collectively a Tax or Revenue Authority) could take a different position with respect to these transactions in which case it may be necessary for you to defend this position on appeal from an assessment or litigate the dispute before the courts, including one or more appellate courts, in order for our conclusions to prevail. If a settlement were reached with a Tax or Revenue Authority or if such appeal and litigation were not, or were not entirely, successful, the result would likely be different from the views we express herein. Unless expressly provided for, KPMG’s services do not include representing Client in the event of a challenge by a Tax or Revenue Authority or litigation before any court.
KPMG's advice is for the sole use of KPMG's client. The advice is based on the specific facts and circumstances and the scope of KPMG’s engagement and is not intended to be relied upon by any other person. KPMG disclaims any responsibility or liability for any reliance that any person other than the client may place on this advice.
From: Michael Jichetti <michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com>>
Sent: Wednesday, January 14, 2026 3:44 PM
To: Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>>
Cc: Ip, Renee <reneeip@kpmg.ca<mailto:reneeip@kpmg.ca>>; seth.poindexter@thekey.com<mailto:seth.poindexter@thekey.com>; Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>; Vara Prasad, Shiva Shankar P <svaraprasad@kpmg.ca<mailto:svaraprasad@kpmg.ca>>; Leslie Westmoreland <LWestmoreland@cwilson.com<mailto:LWestmoreland@cwilson.com>>; Rubinstein, Brian <brubinstein@kpmg.ca<mailto:brubinstein@kpmg.ca>>; Sin, Cecilia <ceciliasin@kpmg.ca<mailto:ceciliasin@kpmg.ca>>
Subject: Re: Update on Workstreams [CWILSON-C.FID2144802]
Hi
Thank you Teio. I think Tim should sign, as he is the Head of the Canadian division and signs all other related documentation relating to Canada.
On Wed, Jan 14, 2026 at 3:34 PM Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>> wrote:
Hi Renee,
I have attached the post-amalgamation resolution appointing Chris Gerard as the CEO. Is this what you are referring to?
Regards,
Teio
From: Ip, Renee <reneeip@kpmg.ca<mailto:reneeip@kpmg.ca>>
Sent: Wednesday, January 14, 2026 12:28 PM
To: michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com>; Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>>
Cc: seth.poindexter@thekey.com<mailto:seth.poindexter@thekey.com>; Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>; Vara Prasad, Shiva Shankar P <svaraprasad@kpmg.ca<mailto:svaraprasad@kpmg.ca>>; Leslie Westmoreland <LWestmoreland@cwilson.com<mailto:LWestmoreland@cwilson.com>>; Rubinstein, Brian <brubinstein@kpmg.ca<mailto:brubinstein@kpmg.ca>>; Sin, Cecilia <ceciliasin@kpmg.ca<mailto:ceciliasin@kpmg.ca>>
Subject: RE: Update on Workstreams [CWILSON-C.FID2144802]
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________________________________
Thank you both for the swift response. Can one of you also provide and let me know on the highlighted blue below.
Renee Ip
Senior Manager, Indirect Tax
KPMG LLP
Vaughan Metropolitan Centre
100 New Park Place, Suite 1400
Vaughan, ON L4K 0J3
Tel: 416-228-7027
Fax: 905-265-6390
Reneeip@kpmg.ca<mailto:Reneeip@kpmg.ca>
Any advice herein is based on the facts provided to us and on current tax law including judicial and administrative interpretation. Tax law is subject to continual change, at times on a retroactive basis and may result in incremental taxes, interest or penalties. Should the facts provided to us be incorrect or incomplete or should the law or its interpretation change, our advice may be inappropriate. We are not responsible for updating our advice for changes in law or interpretation after the date hereof.
Québec announced through its November 10, 2017 economic plan that it intends to introduce legislation that will prohibit a taxpayer who has carried out a transaction, or series of transactions, subject to a Revenu Québec final assessment based on the general anti-avoidance rule from being able to obtain authorization from the Autorité des marchés financiers (AMF) to bid for or obtain public contracts. The taxpayer will be listed in the Register of Enterprises Ineligible for Public Contracts.
Our advice is limited to the conclusions specifically set forth herein and KPMG expresses no opinion with respect to any other federal, provincial or foreign tax or legal aspect of the transactions described herein. It should be noted that the Canada Revenue Agency and/or the relevant provincial tax authority and/or a foreign tax authority and/or any other governmental tax authority (collectively a Tax or Revenue Authority) could take a different position with respect to these transactions in which case it may be necessary for you to defend this position on appeal from an assessment or litigate the dispute before the courts, including one or more appellate courts, in order for our conclusions to prevail. If a settlement were reached with a Tax or Revenue Authority or if such appeal and litigation were not, or were not entirely, successful, the result would likely be different from the views we express herein. Unless expressly provided for, KPMG’s services do not include representing Client in the event of a challenge by a Tax or Revenue Authority or litigation before any court.
KPMG's advice is for the sole use of KPMG's client. The advice is based on the specific facts and circumstances and the scope of KPMG’s engagement and is not intended to be relied upon by any other person. KPMG disclaims any responsibility or liability for any reliance that any person other than the client may place on this advice.
From: Michael Jichetti <michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com>>
Sent: Wednesday, January 14, 2026 2:44 PM
To: Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>>
Cc: Ip, Renee <reneeip@kpmg.ca<mailto:reneeip@kpmg.ca>>; seth.poindexter@thekey.com<mailto:seth.poindexter@thekey.com>; Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>; Vara Prasad, Shiva Shankar P <svaraprasad@kpmg.ca<mailto:svaraprasad@kpmg.ca>>; Leslie Westmoreland <LWestmoreland@cwilson.com<mailto:LWestmoreland@cwilson.com>>; Rubinstein, Brian <brubinstein@kpmg.ca<mailto:brubinstein@kpmg.ca>>; Sin, Cecilia <ceciliasin@kpmg.ca<mailto:ceciliasin@kpmg.ca>>
Subject: Re: Update on Workstreams [CWILSON-C.FID2144802]
Hi
Hope all is well. Seth provided the letter to Tim for signature and mailing. Tim, would you be able to send confirmation of the mailing when you get a chance? We do have an account clic account currently which Seth and I do have access to. We do use it to get staus and to make sure we are up to date on payments. We often have wire transfer issues and it is very important that we can track them. Seth uses the clic for that. I would prefer access to a new clic accout for the new amalco. Renee Seth will provide the data below when ready as we are currently in the middle of year end close.Thank you
Winnipeg – Prairie Senior Care Inc. – FYE 9/30 (last filing period should be October 1 to December 31, 2025) @Michael Jichetti<mailto:michael.jichetti@thekey.com> @Seth Poindexter<mailto:seth.poindexter@thekey.com> please provide the noted period data
Toronto – SJD Care Services, Inc. – FYE 5/31 (last filing period should be December 1 to December 31, 2025) @Michael Jichetti<mailto:michael.jichetti@thekey.com> @Seth Poindexter<mailto:seth.poindexter@thekey.com> please provide the noted period data
On Wed, Jan 14, 2026 at 2:27 PM Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>> wrote:
Hi Renee,
Yes, AmalCo now has a new NEQ number. Please see attached. I will need to defer to @Timothy Thomas<mailto:tt@thekey.com>/@michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com> whether a formal ClicSEQUR account needs to be registered or whether the KPMG rep account is sufficient.
Regards,
Teio
From: Ip, Renee <reneeip@kpmg.ca<mailto:reneeip@kpmg.ca>>
Sent: Wednesday, January 14, 2026 11:12 AM
To: michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com>; Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>>; seth.poindexter@thekey.com<mailto:seth.poindexter@thekey.com>; michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com>
Cc: Vara Prasad, Shiva Shankar P <svaraprasad@kpmg.ca<mailto:svaraprasad@kpmg.ca>>; Leslie Westmoreland <LWestmoreland@cwilson.com<mailto:LWestmoreland@cwilson.com>>; Rubinstein, Brian <brubinstein@kpmg.ca<mailto:brubinstein@kpmg.ca>>; Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>; Sin, Cecilia <ceciliasin@kpmg.ca<mailto:ceciliasin@kpmg.ca>>
Subject: RE: FW: Update on Workstreams [CWILSON-C.FID2144802]
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________________________________
Hi Everyone,
Thanks Michael for the update. Can you please forward us the CRA package along with the submission confirmation for our records.
With regards to RQ, our decision was to register the amalgamation for a new IDN so no similar amalgamation letter will be sent to RQ. That said, I’ve received the IRL from Michael this week and do have a few follow up questions. I note that you stated Timothy would sign the form; however, with Revenu Quebec, they require officers as noted in our IRL to sign this. That said, Chris appears to hold the title to sign the forms and in any case, please provide the officers resolution with the contact and titles in it. Additionally, we would need a photo ID with signature of the person signing the form.
Per my attached email, please confirm if you need the Quebec payroll account as well and if so, please provide the below.
Source Deductions:
o Date expected to pay a salary or wages for the first time
* Total amount of deductions and employer contributions expected monthly
@Teio Senda<mailto:TSenda@cwilson.com> – does the entity have the NEQ? If so, please provide.
@Teio Senda<mailto:TSenda@cwilson.com> – to answer your question regarding clicSEQUR account. TheKey Care Ltd. would need to have this setup new once the registration has been completed. Please confirm whether the entity requires this setup. However, please note that we will submit the PoA along with the registration so KPMG will be a rep and should have access online through our rep account and do note that this is different than the clicSEQUR account. As for your information, for the TheKey Montreal, we only file with the clicSEQUR express code and never had the clicSEQUR account access. @Michael Jichetti<mailto:michael.jichetti@thekey.com> you may want to confirm if you have this internally.
I’ve also pasted the summary items below and provided comments to
Also as a summary, please see below for other items as next steps.
• Please forward us the submission confirmation for the CRA amalgamation letter for our reference. The CRA should automatically close the other 5 GST/HST of the predecessor which we will monitor as discussed. @Michael Jichetti<mailto:michael.jichetti@thekey.com> please provide as per above
• Prepare the form to close the QST account for Home Care Assistance (Montreal) Inc. as of December 31, 2025. @Michael Jichetti<mailto:michael.jichetti@thekey.com> @Teio Senda<mailto:TSenda@cwilson.com> – can we get a copy of the officer resolution and please advise who will be available for signature. Similar to the above, it needs to hold one of the titles listed. Can you also confirm whether the entity has a payroll account open as well. If so, let us know if you would like us to request to close it on the same form.
• The last filing for all entities listed below is December 31, 2025. That said, for the two highlighted entities as it is off calendar year, we would need to wait for the CRA to process the amalgamation letter before we can file the last period noted below. In the meantime, will send a separate email to gather the information and prepare the returns.
o HCA Calgary – 2004467 Alberta Ltd.
o Arya Oakville – Arya Healthy Living Oakville Inc.
o HCA Montreal – Home Care Assistance (Montreal) Inc.
o Orofresh Vancouver – Orofresh Enterprises Inc.
o Winnipeg – Prairie Senior Care Inc. – FYE 9/30 (last filing period should be October 1 to December 31, 2025) @Michael Jichetti<mailto:michael.jichetti@thekey.com> @Seth Poindexter<mailto:seth.poindexter@thekey.com> please provide the noted period data
o Toronto – SJD Care Services, Inc. – FYE 5/31 (last filing period should be December 1 to December 31, 2025) @Michael Jichetti<mailto:michael.jichetti@thekey.com> @Seth Poindexter<mailto:seth.poindexter@thekey.com> please provide the noted period data
• Going forward as of January 1, 2026, we will be filing the GST/HST returns under Orofresh Enterprises Inc. GST/HST #83637 0056 RT0001.
• We will continue to file monthly returns for Waterloo – Arya Healthy Living Inc.
Let me know if I missed anything.
Regards,
Renee Ip
Senior Manager, Indirect Tax
KPMG LLP
Vaughan Metropolitan Centre
100 New Park Place, Suite 1400
Vaughan, ON L4K 0J3
Tel: 416-228-7027
Fax: 905-265-6390
Reneeip@kpmg.ca<mailto:Reneeip@kpmg.ca>
Any advice herein is based on the facts provided to us and on current tax law including judicial and administrative interpretation. Tax law is subject to continual change, at times on a retroactive basis and may result in incremental taxes, interest or penalties. Should the facts provided to us be incorrect or incomplete or should the law or its interpretation change, our advice may be inappropriate. We are not responsible for updating our advice for changes in law or interpretation after the date hereof.
Québec announced through its November 10, 2017 economic plan that it intends to introduce legislation that will prohibit a taxpayer who has carried out a transaction, or series of transactions, subject to a Revenu Québec final assessment based on the general anti-avoidance rule from being able to obtain authorization from the Autorité des marchés financiers (AMF) to bid for or obtain public contracts. The taxpayer will be listed in the Register of Enterprises Ineligible for Public Contracts.
Our advice is limited to the conclusions specifically set forth herein and KPMG expresses no opinion with respect to any other federal, provincial or foreign tax or legal aspect of the transactions described herein. It should be noted that the Canada Revenue Agency and/or the relevant provincial tax authority and/or a foreign tax authority and/or any other governmental tax authority (collectively a Tax or Revenue Authority) could take a different position with respect to these transactions in which case it may be necessary for you to defend this position on appeal from an assessment or litigate the dispute before the courts, including one or more appellate courts, in order for our conclusions to prevail. If a settlement were reached with a Tax or Revenue Authority or if such appeal and litigation were not, or were not entirely, successful, the result would likely be different from the views we express herein. Unless expressly provided for, KPMG’s services do not include representing Client in the event of a challenge by a Tax or Revenue Authority or litigation before any court.
KPMG's advice is for the sole use of KPMG's client. The advice is based on the specific facts and circumstances and the scope of KPMG’s engagement and is not intended to be relied upon by any other person. KPMG disclaims any responsibility or liability for any reliance that any person other than the client may place on this advice.
From: Michael Jichetti <michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com>>
Sent: Wednesday, January 14, 2026 1:37 PM
To: Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>>
Cc: Ip, Renee <reneeip@kpmg.ca<mailto:reneeip@kpmg.ca>>; Leslie Westmoreland <LWestmoreland@cwilson.com<mailto:LWestmoreland@cwilson.com>>; Rubinstein, Brian <brubinstein@kpmg.ca<mailto:brubinstein@kpmg.ca>>; Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>
Subject: Re: FW: Update on Workstreams [CWILSON-C.FID2144802] [EXTERNAL]
HI
Yes the letter was sent but I haven't heard anything about if a new Quebec ID was issued. Thank you
On Wed, Jan 14, 2026 at 1:11 PM Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>> wrote:
Hi Michael and Renee,
Can you please confirm if Revenu Quebec has been notified of the amalgamation and whether a new Revenu Quebec business ID has been issued for AmalCo?
We are trying to update the ClicSEQUR account for TheKey and were advised the above step needs to be completed first. We were also advised that Revenu Quebec would then be able to assist an officer of TheKey or an authorized representative with any required updates to the ClicSEQUR account. We (Clark Wilson) are not authorized to act as a representative - @Ip, Renee<mailto:reneeip@kpmg.ca>, can you confirm if KPMG is authorized?
Regards,
Teio
Teio
Senda
Partner
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From: Rubinstein, Brian <brubinstein@kpmg.ca<mailto:brubinstein@kpmg.ca>>
Sent: Tuesday, January 6, 2026 10:44 AM
To: natalie.cahoone@thekey.com<mailto:natalie.cahoone@thekey.com>; sara.stuhlsatz@thekey.com<mailto:sara.stuhlsatz@thekey.com>; michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com>; Germaine Daniels <germaine.daniels@thekey.com<mailto:germaine.daniels@thekey.com>>; Teio Senda <TSenda@cwilson.com<mailto:TSenda@cwilson.com>>; Singh, George <georgesingh@kpmg.ca<mailto:georgesingh@kpmg.ca>>; Ip, Renee <reneeip@kpmg.ca<mailto:reneeip@kpmg.ca>>; Leslie, Brian <brianleslie@kpmg.ca<mailto:brianleslie@kpmg.ca>>
Cc: Hoffman, Michael D <mdhoffman@kpmg.ca<mailto:mdhoffman@kpmg.ca>>; Qin, Fang <fqin@kpmg.ca<mailto:fqin@kpmg.ca>>; Hayes, Monica S <mshayes@KPMG.com<mailto:mshayes@KPMG.com>>; Ben Schultz <BSchultz@cwilson.com<mailto:BSchultz@cwilson.com>>
Subject: RE: Update on Workstreams
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________________________________
Happy New Year everyone.
Thinking it would be good to get everyone together to update on the status of key items, including on the traffic thus far in the New Year.
The following times work for the KPMG team:
* Today (Jan 6) – anytime after 1:30 MST
* Tomorrow (Jan 7) – anytime before 12:00 pm MST
Please let us know if something in this window will work for you. We were hoping to cover the following:
* Amalgamation:
* Update on provincial notifications (@'Teio Senda'<mailto:tsenda@cwilson.com>)
* CRA amalgamation letter / account status (@Michael Jichetti<mailto:michael.jichetti@thekey.com>)
* Note: Michael informed us that he sent this directly to CRA
* Revenue Quebec letter / account status (@Ip, Renee<mailto:reneeip@kpmg.ca> / @Michael Jichetti<mailto:michael.jichetti@thekey.com>)
* Note: to confirm who is sending or if required given decision to register Orofresh
* Indirect tax account closures (@Ip, Renee<mailto:reneeip@kpmg.ca> / @Singh, George<mailto:georgesingh@kpmg.ca>)
* Plan for final T2s (Brian R / @Michael Jichetti<mailto:michael.jichetti@thekey.com>)
* Interco clean-up:
* Update on legals / timing of KPMG review (@Leslie, Brian<mailto:brianleslie@kpmg.ca> / Brian R / @Sara Stuhlsatz<mailto:sara.stuhlsatz@thekey.com>)
* Discuss additional step (conversion of debt to PUC) (@Leslie, Brian<mailto:brianleslie@kpmg.ca> / Brian R / @Sara Stuhlsatz<mailto:sara.stuhlsatz@thekey.com> / @Teio Senda<mailto:tsenda@cwilson.com>)
* Any other items TheKey Team or Teio and team would like to discuss.
Thanks.
Brian.
From: Rubinstein, Brian
Sent: Wednesday, December 24, 2025 10:41 AM
To: Natalie Cahoone <natalie.cahoone@thekey.com<mailto:natalie.cahoone@thekey.com>>; Sara Stuhlsatz <sara.stuhlsatz@thekey.com<mailto:sara.stuhlsatz@thekey.com>>; Michael Jichetti <michael.jichetti@thekey.com<mailto:michael.jichetti@thekey.com>>; Germaine Daniels <germaine.daniels@thekey.com<mailto:germaine.daniels@thekey.com>>; 'Teio Senda' <tsenda@cwilson.com<mailto:tsenda@cwilson.com>>
Cc: Singh, George <georgesingh@kpmg.ca<mailto:georgesingh@kpmg.ca>>; Ip, Renee <reneeip@kpmg.ca<mailto:reneeip@kpmg.ca>>; Adams, Adrian <adrianadams@kpmg.ca<mailto:adrianadams@kpmg.ca>>; Hoffman, Michael D <mdhoffman@kpmg.ca<mailto:mdhoffman@kpmg.ca>>; Qin, Fang <fqin@kpmg.ca<mailto:fqin@kpmg.ca>>; Hayes, Monica S <mshayes@KPMG.com<mailto:mshayes@KPMG.com>>; Leslie, Brian <brianleslie@kpmg.ca<mailto:brianleslie@kpmg.ca>>
Subject: Update on Workstreams
Hi everyone.
There has been multiple discussions on various fronts over last couple days which I wanted to include, so writing today with a robust update on each workflow. Also note that as requested in my call yesterday with Sara, I have included Teio to ensure everyone has same info.
Before updating: From the KPMG Team, we just wanted to say it has been a pleasure working with you this year on these various projects. Thank you for your continued trust and collaboration, and we hope everyone has a very happy and healthy holiday season and New Year 😊
1. Amalgamation:
* We understand this is well in hand for January 1
* @Teio Senda<mailto:tsenda@cwilson.com> and @Sara Stuhlsatz<mailto:sara.stuhlsatz@thekey.com>, please confirm everything remains on track and whether there is anything else KPMG can assist with
* Unless directed otherwise, our remaining deliverables are sending the CRA letter and Revenu Quebec letters regarding the amalgamation the week of January 5th – @Ip, Renee<mailto:reneeip@kpmg.ca> will handle sending these and will notify you once completed
* Note: we understand all other notifications / correspondence will be sent by @Teio Senda<mailto:tsenda@cwilson.com> and team or TheKey (e.g., provincial notifications)
1. Intercompany clean up:
* Status: @Michael Jichetti<mailto:michael.jichetti@thekey.com> has confirmed facts and assumptions in deck as complete and accurate, and @Teio Senda<mailto:tsenda@cwilson.com> has confirmed/answered NTDs for legal counsel, and is drafting legal documentation
* Potential addition of step:
i. While working on finalizing the slide deck, we contemplated adding one more step
ii. It would follow after the last step currently shown –- TK Holdings would contribute its receivable (P-Note 1 with a balance of $10.6M) from HCA Canada, to HCA Canada, in exchange for equity (i.e., essentially a debt for equity exchange)
iii. This may be helpful as a risk mitigation measure should there be pressure to impute interest in the U.S. / charge it to Canada under Canadiana and U.S. domestic / transfer pricing rules.
iv. The KPMG US and Canada teams have had initial discussions and analyzed this preliminarily, and Brian R and Sara briefly discussed this yesterday
* Next steps:
i. By Jan 15: KPMG to complete analysis on additional step and discuss with TheKey team in more detail
ii. @Teio Senda<mailto:tsenda@cwilson.com> to confirm that if this step is added it can be done legally effective as at Dec 31, 2025
iii. @Teio Senda<mailto:tsenda@cwilson.com> to provide draft legal documentation when available
iv. TheKey and KPMG to read draft legal documentation and provide any comments to Teio (we will aim to turn comments within one week of receipt in January, subject to when we receive them)
v. Once legal docs are complete, we will provide final slide deck (we expect minor edits in F&As and potentially adding the new step)
vi. TheKey to ensure all journal entries reflect transactions on the dates they occur (i.e., Dec 30/31)
1. T106s for 2023 and 2024:
* These were completed and e-filed, so I will remove this from future update lists.
1. Transfer pricing
* Since last update:
i. @Michael Jichetti<mailto:michael.jichetti@thekey.com> confirmed facts and assumptions in TP memo as complete and accurate and that the approach makes sense (as described in next bullet)
ii. @Hoffman, Michael D<mailto:mdhoffman@kpmg.ca>, @Qin, Fang<mailto:fqin@kpmg.ca> and the U.S. team have completed initial analysis of financial data provide and landed on approach; fee will be comprised of a service fee (cost+) and a royalty type fee (i.e., for know-how, IP, etc.), effectively leaving an arm’s length operating margin in the Canadian business
iii. We have not heard back on treaty eligibility information regarding Summit – I believe Gerri sent our info request list to them several weeks ago, but assuming she has not hear back from them yet (?)
* Next steps:
i. By Jan 15th: KPMG to complete benchmarking analysis with ranges for each type of fee, to assess exact character of fee, and to provide analysis for consideration to TheKey Team
ii. By end of Jan: TheKey to review and finalize approach
iii. @Hayes, Monica S<mailto:mshayes@KPMG.com> and @Rubinstein, Brian<mailto:brubinstein@kpmg.ca> to discuss timing (i.e., Jan 1 2026 implementation) with @Natalie Cahoone<mailto:natalie.cahoone@thekey.com>, @Sara Stuhlsatz<mailto:sara.stuhlsatz@thekey.com>, and @Michael Jichetti<mailto:michael.jichetti@thekey.com>
iv. Once approach is finalized, KPMG to prepare transfer pricing documentation in February
v. @Teio Senda<mailto:tsenda@cwilson.com>: I discussed with Sara, and she advised you will be preparing legal documentation for transfer pricing; if the approach is finalized in February, would legal documentation be effective Jan 1, 2026? Are you able to prepare if we provide you with details of the transactions noted above?
1. HCA Franchise PE analysis:
* Since the last update, @Adams, Adrian<mailto:adrianadams@kpmg.ca>, @Michael Jichetti<mailto:michael.jichetti@thekey.com>, and myself met to discuss our findings.
* We discussed the two larger takeaways: (i) that HCA Canada appears to have an annual Canadian filing requirement (a treaty based tax return), as the franchise arrangements appear to mee the low threshold for ‘carrying on business’; and (ii) the withholding tax observations we noted
* @Michael Jichetti<mailto:michael.jichetti@thekey.com> is aware of both of the following and mentioned he would socialize internally and decided how to proceed, in particular with respect to item (i) (i.e., filing historical or current treaty based returns in Canada)
* Please let us know if you would like any further assistance with this item – I will remove from further update lists, unless directed by you to complete any additional work (e.g., filing returns, further analysis, or other)
Thanks and please reach out with any questions.
Brian.
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