Smile CDR Inc.

Acted for Smile CDR Inc. (doing business as Smile Digital Health), a leading FHIR® health data fabric (HDF) and exchange solutions provider, in its approximately $30-million Series B funding round led by existing investors.

BMO Capital Markets

Acted for the underwriters led by BMO Capital Markets in the offering of C$500-million Ukraine Sovereignty Bonds by the Government of Canada to offer Canadians an opportunity to directly support Ukraine.

PSP Investments

Acted for PSP Investments (PSP) in relation to its investment in D-Wave Systems Inc. for the latter’s merger with a SPAC, DPCM Capital Inc. – a deal with an implied value of US$1.6 billion. Davies also advised PSP in its concurrent PIPE investment in D-Wave Quantum Inc., the resulting public issuer of the De-SPAC transaction.

Geneve Holdings, Inc.

Acted for Geneve Holdings, Inc., the controlling stockholder of Independent Holding Company, in its going-private transaction with Independence Holding Company, an NYSE-listed holding company with subsidiaries that underwrite, administer and market health insurance options for individuals, families and employers across the United States.

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.

Sprott Resource Streaming and Royalty Corp.

Acted for Sprott Resource Streaming and Royalty Corp. in the acquisition by Sprott Private Resource Stream Fund and its joint venture partner, Electric Royalties Ltd., of a gross metal royalty on the Mid-Tennessee Zinc mine located in Smith County, Tennessee from Globex Mining Enterprises Inc.

Moka Financial Technologies Inc.

Acted as special Canadian and U.S. securities law and tax counsel to Moka Financial Technologies Inc. in its sale to Mogo Inc., a digital payments and financial technology company listed on the TSX and Nasdaq, in a share-for-share transaction valuing Moka at approximately $50 million.

Points International Ltd.

Acted for Points International Ltd. in its $31.6-million bought deal public offering of common shares.

Canadian Business Growth Fund

Acted for Canadian Business Growth Fund in the C$340-million sale of PayBright Inc., one of Canada's leading buy-now-pay-later provider, to Affirm Holdings Ltd.

Serruya Private Equity

Acting for Serruya Private Equity in connection with the backstopped US$100-million equity investment in MedMen Enterprises Inc., a premier U.S. cannabis retailer.

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.

Fortis Inc.

Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

BMO Capital Markets

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its completed private placement of US$100-million 2.78% guaranteed senior unsecured notes due 2030; and US$100-million 2.88% guaranteed senior unsecured notes due 2032.

Lead Investor

Acted for the lead investor in a US$30-million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.

Temasek

Acted for Temasek, as lead investor, in the initial round of Series E financing of General Fusion Inc., a British Columbia-based fusion energy start-up that is working to commercialize nuclear fusion technology.

BMO Capital Markets

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

Fortis Inc.

Acted for Fortis Inc. with concurrent offerings of common shares for aggregate proceeds of approximately $1.2 billion. The offerings included a $690-million bought deal in Canada and the U.S. using the multijurisdictional disclosure system, including the exercise by the underwriters of their over-allotment option, and a concurrent $500-million registered direct offering to an institutional investor. Each of the offerings was made pursuant to a prospectus supplement under Fortis' existing base shelf prospectus.

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.

Mantle Ridge LP

Acted for Mantle Ridge LP in its accumulation of a material equity stake in Aramark and subsequent agreement with Aramark providing for the appointment of 6 new directors, including John Zillmer who was also appointed CEO, and Paul Hilal, founder and CEO of Mantle Ridge LP, who was also appointed as Vice Chairman of the board.

Amcor Flexibles LLC

Acted for Amcor Flexibles LLC in the US$215-million sale of its three healthcare manufacturing facilities to Tekni-Plex, a globally-integrated company focused on developing and manufacturing products for a wide variety of end markets, including medical, pharmaceutical, food, beverage, personal care, household and industrial.

International Imaging Materials, Inc.

Acted for International Imaging Materials, Inc., a leading developer and manufacturer of value-added consumable solutions for industrial and medical applications and a portfolio company of Altus Capital Partners, in its sale to ACON Investments, LLC.

Fortis Inc.

Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2.5 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

Resolute Forest Products

Acted for Fibrek Recycling US Inc., a subsidiary of Resolute Forest Products Inc., in the sale of its recycled bleached kraft pulp mill in Fairmont, West Virginia to ND Fairmont LLC, a subsidiary of Nine Dragons Paper (Holdings) Limited.

Minority Stockholder

Acted for a minority stockholder of a private company in a buyout of the majority stockholder of that company by way of a cross-border acquisition of all the assets of that company through both equity and debt financing from a private equity firm and an institutional lender.

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.

Fortis Inc.

Acted for Fortis Inc. in connection with its issuance of an aggregate principal amount of approximately US$2 billion of registered notes in exchange for notes previously issued to U.S. investors on a private placement basis. The new notes issued as a result of the exchange offer were qualified by a prospectus supplement under a cross-border shelf prospectus filed under the multi-jurisdictional disclosure system.

PSP Investments

Acted for PSP Investments as a member in a consortium that purchased Vantage Data Centers, a leading provider of data center solutions in support of mission-critical applications, from Silver Lake. Other members of the consortium included Digital Bridge Holdings LLC and TIAA Investments.

Cachet Financial Solutions, Inc.

Acted for Cachet Financial Solutions, Inc., a leading mobile Fintech provider of cloud-based remote deposit capture and mobile prepaid card solutions, in its proposed public offering of common stock and related public filings with the Securities and Exchange Commission.

Amcor Limited

Acted for Amcor Limited in connection with its acquisition of Alusa, the largest flexible packaging business in South America, with operations in Chile, Argentina, Peru and Colombia.

Public Sector Pension Investment Board

Acted for Public Sector Pension Investment Board in connection with the acquisition by way of a joint venture with Henley Holding Company, a wholly-owned subsidiary of the Abu Dhabi Investment Authority, of a 58 million square foot portfolio of core industrial properties held by investment funds owned and managed by Exeter Property Group for US $3.15 billion.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its investment in Alliance Corporation, a distributor and manufacturer of products and solutions for North American wireless, broadband, broadcast and wireline networks.

Tippmann US Holdco, Inc. (part of the G.I. Sportz Group)

Acted for G.I. Sportz Inc. in connection with the acquisition of Kee Action Sports, a leading manufacturer and distributor of paintball sporting goods, equipment and apparel, based in New Jersey with distribution facilities located across the United States, Canada and the United Kingdom.

The Aristotle Corporation

Acted for The Aristotle Corporation in connection with the sale of that company to the private equity firm Wasserstein & Co. The Aristotle Corporation, headquartered in Fort Atkinson, WI, is a leading developer and value-added distributor of specialty products for the education, healthcare training, laboratory testing and agricultural end markets.

Bentall Kennedy (U.S.) Limited Partnership

Acted for the Bentall Kennedy Group in its acquisition of Landon Butler & Co. and NewTower Trust Company, the investor relations and capital-raising firm and trustee of the Multi-Employer Property Trust, an open-end commingled real estate equity fund that invests in a diversified portfolio of institutional-quality real estate assets in the United States and has in excess of $6 billion in net asset value as of June 30, 2015.

Knight Therapeutics Inc.

Acted for a wholly owned subsidiary of Knight Therapeutics Inc., in the US$125 million cash sale of its Neglected Tropical Disease Priority Review Voucher, which was granted by the U.S. Food and Drug Administration with the approval of Impavidor (miltefosine) for treatment of patients with visceral, mucosal and cutaneous leishmaniasis, to Gilead Sciences, Inc.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its acquisition by Endo Health Solutions Inc. in a stock and cash transaction valued at approximately $3 billion.

True Gold Mining Inc.

Acted for True Gold Mining Inc. in connection with its $51.9-million financing consisting of a $42-million bought deal offering of units by way of short form prospectus and concurrent $9.9-million private placement of units to Liberty Metals & Mining Holdings, LLC, True Gold's largest shareholder.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with its private offering of debt and equity securities for aggregate proceeds of $148 million.

Preparing for the Corporate Transparency Act

Oct. 20, 2023 - Overview The beneficial ownership reporting requirements under the U.S. Corporate Transparency Act (the CTA) will go into effect on January 1, 2024. All entities formed or registered to do business in a U.S. state,¹ other than certain types of exempt entities, will be...

NYSE and Nasdaq Propose Listing Standards Requiring Issuers to Adopt Clawback Policies to Recover Erroneously Awarded Incentive-Based Executive Compensation

Mar. 17, 2023 - The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) recently proposed new listing standards to implement the U.S. Securities and Exchange Commission (SEC) rules regarding the recovery of erroneously awarded incentive-based executive compensation (SEC Rules). As described in...

SEC Adopts Amendments to Insider Trading Rules and Reporting Requirements

Jan. 20, 2023 - In late 2022, the U.S. Securities and Exchange Commission (SEC) adopted final amendments to certain rules and reporting requirements concerning insider trading arrangements, including Rule 10b5-1(c) under the Securities Exchange Act of 1934 (Exchange Act). Rule 10b5-1(c) provides...

Federal Trade Commission Proposes Rule to Ban Non-Compete Clauses

Jan. 19, 2023 - The United States Federal Trade Commission (FTC) recently issued a proposed rule that, if adopted, would broadly prohibit employers from entering into post-employment non-compete agreements with workers, and would also require employers to rescind any such existing non-compete agreements. The...

SEC Adopts Final Rules for Recovery of Erroneously Awarded Compensation

Dec. 06, 2022 - After years of deliberations and delays, the U.S. Securities and Exchange Commission (SEC) adopted final rules on clawbacks in October 2022. The new rules (known as Rule 10D-1) require U.S. national securities exchanges and securities associations to establish standards requiring listed issuers...

SEC Provides Temporary Relief for Filers Affected by COVID-19

Mar. 24, 2020 - In a swift response to the COVID-19 pandemic, on March 4, 2020, the U.S. Securities and Exchange Commission (SEC) issued an order providing temporary conditional relief for SEC registered issuers and other persons that are unable to meet a filing deadline as a result of COVID-19. Subject to...

SEC Rulemaking Developments in 2017

Apr. 12, 2018 - Within the first hundred days of taking office, President Trump reiterated his commitment to scaling back existing financial regulations. In February 2017, President Trump signed into law Congress’s repeal of the extractive industry transparency rules adopted by the U.S. Securities and Exchange...

SEC Guidance on Pay Ratio Disclosure

Apr. 12, 2018 - On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) adopted interpretive guidance to assist domestic reporting companies in their efforts to comply with the pay ratio disclosure required by item 402 of Regulation S-K under the Securities Act of 1933, as amended. On...

SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News After Market Close

Apr. 12, 2018 - On December 4, 2017, the U.S. Securities and Exchange Commission (SEC) approved a New York Stock Exchange (NYSE) rule amendment – revised Rule 202. 06 – prohibiting NYSE-listed companies from releasing material news after the NYSE’s official trading closing time (NYSE Closing Time) until the...

SEC Expands the Use of Confidential Submissions of Draft Registration Statements

July 20, 2017 - The staff of the U.S. Securities and Exchange Commission (SEC) recently began accepting from all issuers confidential submissions of draft registration statements for review by the SEC staff in certain cases. Before this policy change, under the Jumpstart Our Business Startups Act of...

SEC Adopts Final Rule Shortening Settlement Cycle to T+2

Mar. 28, 2017 - On March 22, 2017, the U.S. Securities and Exchange Commission (SEC) adopted a final rule amending Rule 15c6-1(a) under the U.S. Securities Exchange Act of 1934 to shorten the standard settlement cycle from three to two business days (i.e., from T+3 to T+2) for most broker-dealer...

SEC Rulemaking Developments 2016

Feb. 16, 2017 - The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2016. As part of its Disclosure Effectiveness Initiative launched at the end of 2013, the SEC continued to propose and adopt rules that are intended to improve and modernize the disclosure requirements for reporting...

SEC Rulemaking Developments in 2015

Feb. 22, 2016 - The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2015. Consistent with the reforms that began in 2012 with the Jumpstart Our Business Startups Act, Congress and the SEC continued their push to improve access to capital across the spectrum of issuers – from...