Xplornet Communications Inc.

Acted for Xplornet Communications Inc., Canada's largest rural-focused broadband service provider, in its sale to Stonepeak Infrastructure Partners.

DigitalBridge

Acted for DigitalBridge in its acquisition (and related bank financing) of Beanfield Metroconnect, an independent bandwidth infrastructure provider serving the enterprise, carrier and multi-dwelling unit markets in Toronto and Montréal over its owned fibre network.

Arizona Mining Inc.

Acted for Arizona Mining Inc. in its sale to South32 Limited in an all-cash transaction valuing Arizona Mining at approximately $2.1 billion, by plan of arrangement.

Fortis Inc.

Acted for Fortis Inc. in its $500-million at-the-market public offering of common shares, which will be sold through the Toronto Stock Exchange, the New York Stock Exchange or on any other marketplace in Canada or the United States on which the common shares are traded.

Bank of Montreal

Acted as Canadian counsel to Bank of Montreal and a syndicate of lenders in connection with the refinancing of the (i) US$900 million term loan and the (ii) C$575 million revolving credit facility made available to certain wholly-owned subsidiaries of BRP Inc.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with numerous matters, including multiple private placements of various classes of debt and equity securities in both Canada and the United States.

Augusta Resource Corporation

Acted for Augusta Resource Corporation in connection with the defence of the unsolicited take-over bid made by HudBay Minerals Inc., which ultimately resulted in a negotiated transaction representing total equity value of $540 million.

Fortis Inc.

Acted for Fortis Inc. in connection with its US$972.5-million acquisition of CH Energy Group, Inc., a New York-based regulated transmission and distribution utility.

Minmetals Resources Limited

Acted for Minmetals Resources Limited in its successful $1.33-billion friendly take-over bid for Anvil Mining Limited.

INNOVA Gaming Group Inc.

Acted for Special Committee of the Board of Directors of INNOVA Gaming Group Inc. in the unsolicited takeover by Pollard Banknote Limited of all of the outstanding common shares of INNOVA.

Celestica Inc.

Acted for Celestica Inc. in connection with various matters involving the US$550-million revolving credit facility agreement it has entered into with a syndicate of lenders.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its $2-billion acquisition through Companies' Creditors Arrangement Act proceedings of the conventional and specialty television business of Canwest Global Communications Corp., now known as Shaw Media.

Postmedia Network Inc.

Acted for Postmedia Network Inc. in connection with its acquisition of the publishing business of Canwest LP under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The aggregate enterprise value of the assets was estimated to be $1.1 billion.

Commerz Real Investmentgesellschaft mbH

Acted for Commerz Real Investmentgesellschaft mbH in connection with its sale of its 50% interest in four prominent shopping centres located in Canada to Ivanhoe Cambridge Inc. for $508 million.

Norddeutsche Landesbank Girozentrale, New York Branch

Acted for Norddeutsche Landesbank Girozentrale, New York Branch, and KfW IPEX-Bank GmbH in connection with the establishment of credit facilities to finance the acquisition, construction and operation of certain solar power facilities.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its $470-million unsolicited offer to acquire Cadence Energy Inc., leading to Barrick's negotiated take-over bid for Cadence that successfully trumped Cadence's previously announced negotiated merger with Daylight Resources Trust.

Patheon Inc.

Acted for the Special Committee of Patheon Inc. in connection with its response to a hostile take-over bid made by JLL Partners Inc. valued at US$600 million, including highly contentious proceedings before the OSC and the Ontario Superior Court of Justice.

Onex Corporation and Celestica Inc.

Acted for Onex Corporation and Celestica Inc. in connection with the $113.3-million sale by Onex of 11 million of Celestica's subordinate voting shares to a syndicate of underwriters led by CIBC World Markets Inc.

Patheon Inc.

Acted for the Special Committee of Patheon Inc. in its response to a hostile bid made by JLL Partners Inc., valued at US$600 million including highly contentious proceedings before the OSC, and the successful defence in Ontario Superior Court of Justice of an injunction motion and a precedent setting application alleging improper solicitation of proxies by the Special Committee.

HudBay Minerals Inc.

Acted for Jaguar Financial Corporation, a shareholder of HudBay Minerals Inc., in its successful and precedent-setting application to the Ontario Securities Commission to set aside a decision of the Listing Committee of the Toronto Stock Exchange and compel HudBay to obtain shareholder approval in respect of HudBay's proposed $550-million acquisition of Lundin Mining Corporation. This case led to the termination of the proposed transaction and ultimately to the removal from office of members of the Board of Directors of HudBay.

Koch Chemical Technology Group

Acted as Canadian counsel to Koch Chemical Technology Group, a leading design, engineering and manufacturing firm, in its strategic controlling investment in Genesis Robotics, a Canadian robotics technology innovator and subsidiary of Genesis Advanced Technology.

Zochem LLC

Acted for Zochem LLC (formerly Zinc Oxide LLC) in its acquisition of Zochem Inc. from American Zinc Recycling LLC, creating the largest producer of zinc oxide in North America.

Zochem LLC

Acted for Zochem LLC in various matters involving the credit facilities made available to it by a syndicate of lenders.

Unique Fabricating, Inc.

Acted as Canadian counsel to Unique Fabricating, Inc. in connection with its $27.5-million acquisition of all of the assets of Intasco Corporation and all of the outstanding capital stock of Intasco-USA Inc., Intasco's U.S. affiliate, and in connection with a related US$62-million senior credit facility.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in the sale of its portfolio company, Thermogenics Inc., to Audax Private Equity.

Beanfield Metroconnect

Acted for Beanfield Metroconnect, a portfolio company of DigitalBridge, in its acquisition of FibreStream, an Internet service provider operating in the Greater Toronto Area, Ottawa and Vancouver.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., Canada's largest rural-focused broadband provider, in the refinancing of its credit facilities pursuant to which a US$995-million term loan and a C$160-million revolving credit facility were made available on a first-lien basis, and a US$200-million term loan was made available on a second-lien basis.

DigitalBridge

Acted for DigitalBridge, the global digital infrastructure investment platform of Colony Capital, Inc., in connection with the sale of the Canadian data centres and the associated colocation business of one of its portfolio companies, Aptum Technologies, to eStruxture Data Centers Inc.

The Jordan Company, L.P.

Acted as Canadian counsel to The Jordan Company, L.P. in its acquisition of the Performance Materials business of PQ Group Holdings Inc., a leading global provider of specialty catalysts, materials and chemicals and services.

Bank of Montreal

Acted as Canadian counsel to Bank of Montreal, as administrative agent, and a syndicate of lenders in connection with the establishment of a US$600-million incremental term credit facility (which increases the total term commitments to US$1.835 billion) in favour of certain wholly owned subsidiaries of BRP Inc.

DigitalBridge

Acted for DigitalBridge in connection with the additional $148.5 million of bank financing raised to recapitalize Beanfield Metroconnect and the related tuck-in acquisition by Beanfield of the fibre business of Aptum Technologies.

Beanfield Metroconnect

Acted for Beanfield Metroconnect, a portfolio company of DigitalBridge, in its acquisition of Openface Inc., the largest independent enterprise fibre solutions provider in Montréal.

Tech Mahindra Limited

Acted for Tech Mahindra Canada, Inc. with its acquisition of ObjectWise Consulting Group, a Canadian information technology consulting company.

Ironbridge Equity Partners Management Limited

Acted for Ironbridge Equity Partners Management Limited in its acquisition and related financing of La Verrerie Walker Ltée/Walker Glass Company Ltd., a Montréal-based company that manufactures mirror and acid etch-glazing substrates.

Kenco Group

Acted as Canadian counsel to Kenco Group, a top-ranked third-party logistics (3PL) company, in connection with its acquisition by private equity firm Pritzker Private Capital.

Aptum Technologies

Acted for DigitalBridge, a global digital infrastructure investment firm, in its portfolio company Aptum Technologies’ acquisition of CloudOps, a cloud consulting, managed services and software company. 

Beanfield Metroconnect

Acted for Beanfield Metroconnect, a portfolio company of DigitalBridge, in securing a strategic equity investment from OMERS Infrastructure.

Xplore Inc.

Acted for Xplore Inc., a leading provider of high-speed broadband services to Canadians in rural communities, in connection with a comprehensive recapitalization that included more that $1.6 billion of new funding being committed to Xplore’s fibre-to-the-home network roll-out by private debt and equity providers and under federal and provincial government broadband programs. 

Ontario Bar Association, Professionalism Issues for Business Lawyers, “Duties of Nominee Directors”; Toronto, ON

Oct. 23, 2019

CSA Reviewing and Seeking Comments on Soliciting Dealer Arrangements in Proxy Contests and Corporate Transactions

Apr. 13, 2018 - On April 12, 2018, the Canadian Securities Administrators (CSA) published Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the Notice) outlining issues identified by staff in respect of the use of soliciting dealer arrangements in proxy contests and corporate...

Shareholder Engagement – ICD Provides Guidance for Canadian Companies

Mar. 10, 2016 - On March 7, 2016, the Institute of Corporate Directors (ICD), a not-for-profit director association consisting of more than 10,000 members across Canada, published guidance to help boards of Canadian public companies develop a shareholder engagement approach to corporate governance. Recent changes...