Transactional & Investment Matters

• Advised the Investment Industry Regulatory Organization of Canada (IIROC) in its amalgamation with the Mutual Fund Dealers Association, which created a new national self-regulatory organization.
• Represented Sienna Senior Living in its 50/50 joint venture acquisition of a portfolio of 11 seniors’ living assets in Ontario and Saskatchewan in partnership with Sabra Health Care REIT, Inc. The transaction encompassed the negotiation of related partnership, share ownership, and property management arrangements.
• Represented Parkland in its C$322 million acquisition of Canadian frozen food retailer M&M Food Market from Searchlight Partners, L.P.
• Represented George Weston in its C$370 million sale of Weston Foods’ ambient bakery business to Hearthside Food Solutions, LLC affiliated entities.
• Represented George Weston in its C$1.1 billion sale of Weston Foods’ fresh and frozen bakery businesses to FGF Brands Inc.’s affiliated entities.
• Advised Investment Management Corporation of Ontario in its acquisition of Green Frog Power Ltd. and C$500 million (£288 million) commitment to establish a utility-scale platform focused on battery storage assets around the globe.
• Represented Birch Hill in its C$725 million acquisition of ERCO Worldwide, Superior Plus LP’s specialty chemicals business.
• Advised Arctic Canadian Diamond Company in its acquisition of substantially all of Dominion Diamond Mines ULC’s assets as well as certain affiliates associated with the Ekati Mine, Canada’s oldest diamond mine.
• Represented Duo Bank of Canada in its acquisition of Fairstone Financial Holdings Inc. from an investor group led by J.C. Flowers & Co. LLC and Värde Partners, Inc.
• Represented Thumbtack in its acquisition of Setter Inc., a home management platform connecting homeowners with maintenance services.
• Represented Mitsubishi in its acquisition of ARLANXEO Canada Inc.’s olefins business.
• Advised TMX Group in its C$165 million acquisition of AST Investor Services Inc. (Canada) and its subsidiary AST Trust Company (Canada), which offers transfer agency, corporate trust, and related services.
• Advised DP World in its acquisition of Fraser Surrey Docks from Macquarie Infrastructure Partners Inc.
• Advised Black Dragon Capital, as Canadian counsel, in its acquisition of all assets of Grass Valley Canada Inc., a supplier of advanced broadcast and media solutions technology, from Belden Inc.
• Represented Enbridge in the C$4.31 billion sale of its Canadian natural gas gathering and processing business in the Montney, Peace River Arch, Horn River, and Liard basins, located in British Columbia and Alberta, to Brookfield Infrastructure Partners.
• Represented Onex in its C$445 million ($330 million) acquisition of Gluskin Sheff + Associates Inc., a pre-eminent wealth management firm in Canada.
• Advised Navistar Canada, on behalf of its pension plans, in the purchase of group annuity contracts, valued at approximately $268 million (C$313 million), in obligations and related defined benefit plan assets in Canada, from RBC Life Insurance Company and iA Financial Group.
• Represented Thomson Reuters in its $17 billion sale of a 55% interest in its Financial & Risk business (now Refinitiv) to private equity funds managed by The Blackstone Group as well as in a $9 billion substantial issuer bid/tender offer and return of capital transactions.
• Advised Fairfax Financial, as a member of a consortium, in its acquisition of the Hudson Bay Rail Line and the Port of Churchill.
• Advised Axium Infrastructure in its joint venture partnership and acquisition of a 75% equity interest in a portfolio of 32 long-term care homes in Ontario, Alberta, Manitoba, and British Columbia from Revera Inc., and in related partnership, share ownership, and property management arrangements.
• Advised Brookfield Infrastructure in the C$222 million sale of various entities operating under the control of Great Lakes Power Transmission LP to Hydro One Limited.
• Represented Searchlight Capital Partners in its acquisition and financing of a majority stake in a leading Canadian lifestyle brand, Roots Canada Ltd.
• Represented Alamos Gold in its $1.5 billion merger with AuRico Gold Inc.
• Advised Canadian National Energy Alliance, a joint venture comprising CH2M HILL, SNC-Lavalin, Fluor, and EnergySolutions, in its bid to manage and operate Atomic Energy of Canada Limited's nuclear laboratories.
• Represented Revera in its $634 million sale of a 75% ownership interest in 23 Canadian seniors living residences to Health Care REIT, including negotiation of the related joint venture arrangements and management agreements.
• Represented Morgan Stanley Infrastructure in its sale of Montreal Gateway Terminals, the largest operator at the Port of Montreal, to a consortium led by Fiera Axium Infrastructure Inc.
• Counseled Auxilium Pharmaceuticals, as Canadian counsel, in its proposed $850 million merger with QLT, Inc.
• Advised Alinda Infrastructure Funds and their portfolio company Reliance Home Comfort in the C$555 million sale of all outstanding shares of alarm products and services company Reliance Protectron Inc. to The ADT Corporation.
• Represented Loblaw in its C$12.4 billion acquisition of Canadian retailer Shoppers Drug Mart Corporation.
• Represented Endo Health Solutions, as Canadian counsel, in its C$2.7 billion acquisition of Paladin Labs Inc. and the reorganization of both companies to form Endo International plc.
• Counseled Accelero Capital in its C$520 million proposed acquisition of Allstream Corp. from Manitoba Telecom Services, Inc. (MTS).
• Represented Imperial Capital in the sale of AIM Health Group Inc.'s Clinical Services business.
• Advised Rogers Communications in its C$200 million acquisition of BLACKIRON Data ULC from Primus Telecommunications Group, Inc.
• Advised TMX Group in its C$64 million acquisition of the transfer agent and corporate trust services business of Equity Financial Holdings Inc.
• Represented Borealis Infrastructure and Ontario Teachers' Pension Plan in the sale of Express-Platte Pipeline System to Spectra Energy Corp. for $1.49 billion.
• Represented Ally Financial, as Canadian counsel, in the $4.1 billion sale of its Canadian auto finance and deposit business to the Royal Bank of Canada.
• Represented Viterra in its C$6.1 billion acquisition by Glencore International plc.
• Represented Scotiabank in its C$3.1 billion acquisition of ING Bank of Canada from ING Group.
• Counseled National Bank Financial in the sale of Wellington West Financial Services Inc. to Manulife Financial Corporation.
• Advised Sears Canada in its sale of Cantrex Group operations to Nationwide Marketing Group, LLC.
• Represented Thomson Reuters in its acquisition of Dr Tax Inc.
• Advised Indigo Books & Music in its $315 million sale of Kobo, Inc. to Rakuten Inc.
• Represented National Bank Financial in its C$206 million acquisition of HSBC Bank Canada's retail brokerage business.
• Advised Ernst & Young in its acquisition of RSM Richter, LLP's assets.
• Advised Sun Life Financial in its C$170 million minority interest purchase in McLean Budden Limited and subsequent transfer of the business to its MFS Investment Management unit.
• Represented Northgate Minerals in its C$1.46 billion sale to AuRico Gold Inc.
• Represented TD Bank in its C$8.5 billion acquisition of MBNA Canada Bank's credit card business.
• Advised Manulife Financial, as Canadian counsel, in the sale of its Life Retrocession business to Pacific Life Insurance Company.
• Counseled Northgate Minerals on its proposed merger with Primero Mining Corp. for C$1.2 billion.
• Represented TMX Group in its proposed merger with the London Stock Exchange Group for $6.9 billion.
• Advised Mexichem in its $300 million acquisition of AlphaGary Corporation.
• Advised Sentinelle Medical in its $335 million sale to Hologic Inc.
• Advised Federal Signal in its C$74 million acquisition of Sirit Inc.
• Advised Castle Harlan in its $200 million acquisition of Pretium Packaging, LLC.
• Represented Brookfield Renewable Power in its C$68 million sale of the distribution assets of Great Lakes Power Limited to FortisOntario Inc.
• Represented K+S Aktiengesellschaft, as Canadian counsel, in its $1.675 billion purchase of Morton International, Inc. from Rohm and Haas Company, a subsidiary of The Dow Chemical Company.
• Represented International Petroleum Investment Corporation in its $2.3 billion acquisition of NOVA Chemicals Corporation.
• Advised Connors Bros. Income Fund in the sale of its operating businesses to a Centre Partners Management, LLC affiliate.
• Advised Broadcom in its C$141.5 million acquisition of the digital TV business of Advanced Micro Devices, Inc.
• Advised Gerdau Ameristeel in its acquisition of Metro Recycling, Inc.
• Advised Hydro Ottawa Holding in its C$63 million sale of Telecom Ottawa Holdings Inc.'s subsidiaries to Atria Networks LP.
• Represented Husky Injection Molding Systems in its C$960 million sale to Onex Corporation.
• Represented The Carlyle Group, through its sponsored entity EPD, in its $1.475 billion acquisition of The Goodyear Tire & Rubber Company's rubber products business, Goodyear Engineered Products (now Veyance Technologies, Inc.).
• Advised Canada Cartage Diversified Income Fund in its C$140 million sale of a 67% interest in CCD LP to companies indirectly owned by Nautic Partners VI, LP and other affiliated funds of Nautic Partners, LLC.
• Represented The Thomson Corporation in its $7.75 billion sale of Thomson Learning's higher education, career, and library reference assets, as well as Nelson Canada, to two consortia advised by Apax Partners and OMERS Capital Partners.
• Represented Alinda Capital Partners in its C$1.74 billion acquisition of UE Waterheater Income Fund.
• Represented Sherritt International in its C$1.6 billion acquisition of Dynatec Corporation, including a 45% indirect interest in the Ambatovy nickel project in Madagascar.
• Represented Hindalco Industries in its $6 billion acquisition of Novelis Inc., financed in part with a $3.1 billion bridge acquisition facility guaranteed by Hindalco and in its subsequent reorganization.
• Represented Sears Canada in the C$2.3 billion sale of its credit and financial services operations to JPMorgan Chase Bank, N.A.
• Represented BFI Canada Income Fund, as Canadian and US counsel, in its C$1.1 billion business combination with IESI Corporation.

Public & Private Offerings

• Advised Loblaw and Choice Properties REIT in the REIT's C$460 million initial public offering of trust units and simultaneous C$600 million offering of senior unsecured debentures, followed by Loblaw's C$7 billion sale of a 425-property portfolio to Choice Properties REIT.
• Represented CIBC World Markets, RBC Capital Markets, and the syndicate of underwriters in Whistler Blackcomb Holdings Inc.'s C$345 million initial public offering of common shares.
• Represented TD Securities, Macquarie Capital Markets Canada, RBC Dominion Securities, and the syndicate of underwriters in Leisureworld Senior Care Corp.'s (now Sienna Senior Living Inc.) C$190 million initial public offering of common shares in Canada and its concurrent Rule 144A private placement in the United States.
• Represented CIBC World Markets and the underwriters’ syndicate in Extendicare REIT's C$34.58 million public offering of trust units and C$92 million offering of 7.25% convertible unsecured subordinated debentures.
• Represented Davis + Henderson, a subsidiary of Davis + Henderson Income Fund, in its C$212.5 million acquisition of FiLogix, Inc. from Monitor Clipper Partners and related C$116 million public offering of subscription receipts to finance the transaction.
• Advised Resolve Business Outsourcing Income Fund and ONCAP, as the selling sponsor, in the Fund's C$225 million initial public offering of units, the proceeds of which were used to acquire Resolve Corporation, CSRS Holdings, Ltd., and their subsidiaries.
• Advised Canada Cartage System and Canada Cartage Diversified Income Fund in the Fund's C$124.2 million initial public offering of units and related acquisition of CCD LP, which in turn acquired Canada Cartage System, Limited and Direct Integrated Transportation Inc.
• Advised Norcast Income Fund in its C$77 million initial public offering of units.
• Advised Scotia Capital, RBC Dominion Securities, Westwind Partners, and the syndicate of underwriters in Lakeport Brewing Income Fund's C$54.5 million initial public offering of units.
• Advised RBC Capital Markets and the syndicate of underwriters in Cargojet Income Fund's C$62.5 million initial public offering of units and debt financing.
• Advised BMO Capital Markets and the syndicate of underwriters in Arriscraft International Income Fund's C$70 million initial public offering of units and related C$16 million credit facility.
• Represented Merrill Lynch Canada, CIBC World Markets, and the syndicate of underwriters in ING Canada Inc.'s C$1.04 billion initial public offering of common shares. At the time, it was the largest initial public offering in Canadian history for a non-SEC registered company.
• Advised Cameco and Centerra Gold in the spinoff of Cameco's gold mining assets through the C$282 million initial public and secondary offering of Centerra Gold Inc. and concurrent Rule 144A private placement in the United States.
• Represented EdgeStone Capital Partners and Richards Packaging Income Fund, as Canadian and US counsel, in the Fund's C$85.7 million initial public offering of units in Canada, concurrent private placement in the United States, and $18.2 million credit facility
• Advised Algoma Steel in its C$85.5 million public offering in Canada and concurrent Rule 144A private placement in the United States.

Other Experience

• Advised Investment Management Corporation of Ontario in its $500 million commitment to a fund of one structure and flagship global alternative credit fund Ares Pathfinder Fund, L.P., which are both managed by Ares Management Corporation.
• Represented GNC Holdings, as Canadian counsel, in the $770 million Chapter 11 sale of substantially all of its assets to Harbin Pharmaceutical Group Holding Co., Ltd., as well as in GNC’s Chapter 11 recognition proceedings in Canada under the companies' Creditors Arrangement Act.
• Represented Investment Management Corporation of Ontario in its $250 million commitment to Accord Fund III Series B, a fund managed by Apollo Global Management, Inc., focused on investments during periods of dislocation and illiquidity.
• Counseled the board of directors of the Ontario Pension Board in the launch of the approximately C$60 billion Investment Management Corporation of Ontario as a public-sector asset manager.
• Represented Orion Mine Finance in a $540 million construction financing, together with Blackstone Tactical Opportunities, for the construction of Pretium Resources Inc.'s Brucejack high-grade gold project. The transaction included a $350 million senior secured loan facility, a gold offtake agreement, a $150 million precious metals stream agreement, and a $40 million private placement of common shares.
• Represented a manufacturer of commercial trucks, buses, and diesel engines, as the sponsor and administrator of its corporate pension plan, in a hearing before the Financial Services Commission of Ontario concerning the partial windup of a pension plan and in a subsequent appeal to the Divisional Court.
• Represented Brookfield Asset Management and certain affiliates, including Twin Rivers Paper Company, in their controlling position as majority owners, debtor-in-possession lender, restructuring plan sponsor, and purchaser of the Fraser Papers group of companies' cross-border restructuring proceedings and sales auction.
• Represented Manulife Financial in its C$3 billion five-year term loan with the six largest banks in Canada.
• Represented Macquarie Infrastructure Partners in its C$173 million takeover of Halterm Limited and Halterm Income Fund, the container terminals operator in the Port of Halifax.
• Advised Brascan Bridge Lending Fund in its C$250 million multi-tranche term loan and working capital facility for the Atlas Cold Storage Income Trust.