Industrial and Financial Systems AB

Acted for Industrial and Financial Systems AB in its approximately C$1-billion acquisition of Copperleaf Technologies Inc., a provider of enterprise decision analytics software to companies managing critical infrastructure.

Blackstone Inc.

Acted for Blackstone in its US$3.5-billion take-private acquisition of Tricon Residential Inc., an owner, operator and developer of a portfolio of approximately 38,000 single-family rental homes in the U.S. Sun Belt and multi-family apartments in Toronto.

Partners Value Investments LP and Partners Value Investments Inc.

Acted for the special committees of Partners Value Investments LP and Partners Value Investments Inc. in a reorganization with Partners Limited, to be implemented by way of a court-approved plan of arrangement.

Sustana

Acted for Sustana, a portfolio company of Blackstone, in its acquisition of Hanna Paper, a high-grade paper recycling company.

BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.

Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. in the C$500-million public offering of medium-term notes by 407 International Inc.

Copper Mountain Mining Corporation

Acted for Copper Mountain Mining Corporation in its US$439-million all-share acquisition by Hudbay Minerals Inc. by way of a court approved plan of arrangement.

WideOrbit Inc.

Acted for WideOrbit, Inc., a California-based media vertical software provider, in its sale to Constellation Software Inc. and its subsidiary Lumine Group Inc., and the related spin-out of the combined Lumine Group Inc. as a new public company listed on the TSX-V.

DIF Capital Partners

Acted for DIF Capital Partners, through its DIF Core Infrastructure Fund III (DIF CIF III), in its acquisition of RFNow Inc., an independent enterprise fiber, residential fiber, fixed wireless internet and phone services provider in Manitoba and Saskatchewan.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its joint topping bid with Pan American Silver Corp. for the US$4.8-billion acquisition of Yamana Gold Inc., pursuant to which Pan American acquired all of the issued and outstanding common shares of Yamana and Agnico Eagle acquired Yamana's Canadian assets (including its interest in the Canadian Malartic mine).

KKR

Acted as Canadian counsel to KKR, a leading global investment firm, in its equity investment in connection with the strategic merger of 123Dentist with Altima Dental and Lapointe Group. The merger creates one of the largest dental support organizations in Canada, with nearly 350 supported dental practices.

The Pallinghurst Group

Acted for Pallinghurst Lithium Limited, a UK-based private investor in the global natural resources sector, in the exchange of its indirect 25% ownership interest in Québec-based Nemaska Lithium Inc. for shares of Livent Corporation.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its merger with Kirkland Lake Gold Ltd. to create a $30-billion combined company and the gold industry's highest-quality senior producer.

AirBoss of America Corp.

Acted for AirBoss of America Corp. to establish a base shelf prospectus qualifying up to C$200 million of securities in Canada.

RIV Capital Inc.

Acted for RIV Capital Inc., an acquisition and investment company specializing in cannabis, in connection with the US$150-million strategic investment by The Hawthorne Collective, a subsidiary of The Scotts Miracle-Gro Company.

Morgan Stanley

Acted as Canadian counsel to Morgan Stanley in a private placement of $1 billion in fixed-to-floating-rate senior notes due 2027 (maple bonds).

Blackstone Real Estate Income Trust, Inc.

Acted for Blackstone Real Estate Income Trust, Inc., in its exercise of its participation right in connection with Tricon Residential Inc.'s $201-million bought deal equity offering, including the full exercise of the over-allotment option.

Canada Enterprise Emergency Funding Corporation

Acted for Canada Enterprise Emergency Funding Corporation, a non-agent Crown corporation and wholly owned subsidiary of Canada Development Investment Corporation, in connection with Air Canada's approximately $6-billion financing agreements with the Government of Canada through the Large Employer Emergency Financing Facility (LEEFF) program.

Highgate Capital Investments, LP and BentallGreenOak Real Estate Advisors LP

Acted as Canadian counsel to the joint venture limited partnership between Highgate Capital Investments, LP and BentallGreenOak Real Estate Advisors LP in its strategic US$50-million PIPE investment in American Hotel Income Properties REIT LP (AHIP) and its subsidiary (AHIP REIT), through the issuance of newly-created series C preferred equity stock of AHIP REIT and warrants to acquire limited partnership units of AHIP, on a private placement basis.

AiPharma Global Holdings LLC

Acting for AiPharma Global Holdings LLC, a private pharmaceutical research, development and commercialization company, in its 19.4% PIPE investment in Appili Therapeutics Inc., a biopharmaceutical company sponsoring late-stage clinical trials evaluating the antiviral Avigan/Reeqonus for the treatment and prevention of COVID-19.

The Pallinghurst Group

Acted for The Pallinghurst Group, a private investor in the global natural resources sector, in its joint 50-50 acquisition with Investissement Québec of Québec-based Nemaska Lithium Inc. pursuant to a sales process under the Companies' Creditors Arrangement Act. The acquisition was structured as a credit bid with Nemaska's largest secured creditor, Orion Mine Finance, and achieved through a reverse vesting order granted by the Superior Court of Québec and upheld by the Québec Court of Appeal.

Blackstone Real Estate Income Trust, Inc.

Acted for Blackstone Real Estate Income Trust, Inc. in its US$240-million preferred equity investment in Tricon Residential Inc., a rental housing company focused on serving the middle-market demographic in North America.

BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.

Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. in the $750-million public offering of medium-term notes by 407 International Inc.

Buyer Beware: In Canada’s First COVID-19 “Busted Deal” Decision, Court Finds That Duo Bank Cannot Terminate Its Acquisition of Fairstone Financial

Dec. 15, 2020 - The economic dislocation caused by the COVID-19 pandemic has led to an uptick in “busted deal” litigation in M&A transactions in the United States and Canada.¹ The crux of the litigation is whether the buyer may abandon the transaction without penalty on the basis of allegations that...

Davies Governance Insights 2020, contributor

Oct. 05, 2020 - Davies Governance Insights 2020 provides a comprehensive analysis of the trends and developments that have shaped the corporate governance landscape and those that are expected to define the next decade. Against the backdrop of the COVID-19 crisis, this year’s report explores key issues...

Canadian Directors Should Heed Recent U.S. Caremark Litigation

June 05, 2020 - Over the past year there has been a noticeable uptick in claims permitted by Delaware courts alleging a failure by directors to make a good faith effort to monitor corporate operations – otherwise known as a Caremark claim.¹ A Caremark claim is founded on the principle...