A&W Revenue Royalties Income Fund

Acting for A&W Revenue Royalties Income Fund in its strategic combination with A&W Food Services of Canada to create a leading publicly-traded quick-service restaurant company.

Oxford Properties Group and Canada Pension Plan Investment Board

Acted for Oxford Properties Group and Canada Pension Plan Investment Board in the C$325-million sale of Les Galeries de le Capitale, a super regional enclosed shopping centre located in Quebec City, to Primaris Real Estate Investment Trust.  Primaris agreed to fund C$155 million of the purchase price with equity, comprised of (1) 2.5 million Primaris units, subject to Primaris’ right (which was exercised) to instead pay C$34 million in cash, and (2) C$100 million aggregate face value of 6.25% preferred units exchangeable into Primaris units.

BofA Securities

Acted as Canadian counsel to the initial purchasers, led by BofA Securities, in the private placement of US$200 million of high-yield notes of a Canadian private issuer.

National Bank Financial Markets, BMO Capital Markets and RBC Capital Markets

Acted as Canadian counsel for a syndicate of underwriters led by National Bank Financial Markets, BMO Capital Markets  and RBC Capital Markets in connection with IAMGOLD Corporation's US$300-million public offering of common shares, conducted concurrently in Canada (excluding Québec and Nunavut) pursuant to Canadian prospectus requirements and in the United States pursuant to the U.S. multijurisdictional disclosure system.

RBC Capital Markets and Scotiabank

Acted for the syndicate of agents, co-led by RBC Capital Markets and Scotiabank, in TMX Group Limited's Canadian private placement offering of $300 million aggregate principal amount of senior unsecured debentures.

Rogers Communications Inc.

Acted for Rogers Communications Inc. to establish its shelf prospectus, qualifying an unspecified amount of future public offerings of debt securities and preferred shares in Canada. 

BMO Capital Markets, National Bank Financial and TD Securities

Acted for the syndicate of agents, co-led by BMO Capital Markets, National Bank Financial and TD Securities, in TMX Group Limited's Canadian private placement of C$1.1 billion aggregate principal amount of senior debentures issued across three series.

Rogers Communications Inc.

Acted as Canadian counsel for Rogers Communications Inc. in its US$2.5-billion U.S. public offering of two series of senior notes registered via the multi-jurisdictional disclosure system.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in a C$3-billion Canadian private placement of senior notes issued across four tranches.

Rogers Communications Inc.

Acted as Canadian counsel for Rogers Communications Inc. in its offer to exchange any and all of its outstanding US$7.05-billion senior notes previously issued under a private placement for an equal principal amount of new notes with substantially identical terms that are registered under the U.S. Securities Act of 1933.

Rogers Communications Inc.

Acted for Rogers Communications Inc. to establish its U.S. registration statement, registering up to US$8 billion of future public offerings of debt securities and preferred shares in the United States pursuant to the multijurisdictional disclosure system.

BofA Securities

Acted as Canadian counsel to the initial purchasers, led by BofA Securities, in the add-on private placement of US$125 million of senior secured notes of a Canadian private issuer. 

BofA Securities

Acted as Canadian counsel to the initial purchasers, led by BofA Securities, in the add-on private placement of US$100 million of senior secured notes of a Canadian private issuer. 

BofA Securities

Acted as Canadian counsel to the initial purchasers, led by BofA Securities, in the follow-on private placement of US$500 million of senior secured notes of a Canadian private issuer.

BofA Securities

Acted as Canadian counsel to the initial purchasers, led by BofA Securities, in the private placement of US$300 million of high-yield notes of a Canadian private issuer.

Enerflex Ltd.

Acted as Canadian financing counsel to Enerflex Ltd. in establishing a US$700-million revolving credit facility, a US$150-million term loan and a US$925-million bridge credit facility for its US$735-million business combination with Exterran Corporation to create a premier integrated global provider of energy infrastructure.

Enerflex Ltd.

Acted as Canadian counsel to Enerflex Ltd. in its U.S. and Canadian private placement of US$625-million high-yield senior secured notes.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its separate but concurrent Canadian and U.S. consent solicitations for an amendment that extended the outside date (prior to which Rogers must consummate its acquisition of Shaw Communications) stipulated in the special mandatory redemption provisions of three series of its Canadian dollar senior notes (C$3-billion) and five series of its U.S. dollar senior notes (US$7.05-billion).

Rogers Communications

Acted for Rogers Communications Inc. in a C$4.25-billion Canadian private placement of senior notes issued across four tranches, the largest-ever Canadian dollar issuance by a corporate in Canadian market history. Concurrently acted as Canadian counsel for Rogers Communications Inc. in a US$7.05-billion U.S. private placement of senior notes issued across five tranches, the largest-ever U.S. dollar issuance by a Canadian corporate issuer in U.S. market history. These offerings won Capital Markets Deal of the Year at the 2023 Canadian Law Awards.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its U.S. and Canadian private placement of US$750 million of fixed-to-fixed rate subordinated notes.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its Canadian private placement of $2 billion of fixed-to-fixed rate subordinated notes, the largest hybrid corporate bond issue in Canada to date.

BMO Capital Markets, RBC Capital Markets, Barclays, Scotiabank and TD Securities Inc.

Acted for a syndicate of underwriters, led by BMO Capital Markets, RBC Capital Markets and Barclays, as global coordinators and joint bookrunners, and Scotiabank and TD Securities Inc., as joint bookrunners, for the $1.6-billion initial public offering (IPO) of Definity Financial Corporation, the largest Canadian IPO of 2021. This is the largest IPO by a Canadian company in over 20 years and the second largest ever, when taken together with the concurrent cornerstone private placements to Healthcare of Ontario Pension Plan and Swiss Re for aggregate proceeds of $700 million. The IPO and private placements were made in connection with the concurrent demutualization of Definity's direct subsidiary (Economical Mutual Insurance Company) - the first demutualization of a Canadian property and casualty insurer. This IPO won Capital Markets Deal of the Year at the 2022 Canadian Law Awards.

TD Securities Inc. and BMO Nesbitt Burns Inc.

Acted for TD Securities Inc. and BMO Nesbitt Burns Inc., as joint bookrunners, for Altus Group Limited's $173-million bought deal public offering of common shares.

Onex Corporation

Acted as Canadian counsel to Onex Corporation and certain investment funds managed by Onex Partners Manager LP, as selling shareholders, in their sale by way of three separate underwritten U.S. public offerings of common stock of JELD-WEN Holding Inc., for aggregate proceeds of US$234 million, US$288 million and US$425 million, respectively.

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.

National Bank Financial Inc. and TD Securities Inc.

Acted for the syndicate of agents, led by National Bank Financial Inc. and TD Securities Inc., in TMX Group Limited's $250-million Canadian private placement of 2.016% senior unsecured debentures.

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.

Russel Metals Inc.

Acted for Russel Metals Inc. in its Canadian private placement of $150 million of high yield notes due 2025 and the redemption of its outstanding high yield notes due 2022.

Initial Purchasers

Acted as Canadian counsel to the initial purchasers, led by Deutsche Bank and Citigroup, in the private placement of US$450-million aggregate principal amount of high yield notes by IAMGOLD Corporation.

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.

BofA Securities

Acted as Canadian counsel to the initial purchasers, led by BofA Securities, in the private placement of US$150 million of high yield notes of Maxar Technologies Inc.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$750 million U.S. public offering of floating rate senior notes due 2022 registered via the multi-jurisdictional disclosure system.

Xplornet Communications Inc.

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

BofA Securities, MUFG, Scotiabank and BMO Capital Markets

Acted as Canadian counsel to the initial purchasers, led by BofA Securities, MUFG, Scotiabank and BMO Capital Markets, in the private placement of US$600 million of notes of CCL Industries Inc.

Rogers Communications Inc.

Acted for Rogers Communications Inc. to establish its Canadian shelf prospectus, qualifying up to $4 billion of future public offerings of debt securities in Canada, and its separate U.S. registration statement, registering up to US$4 billion of future public offerings of debt securities in the United States pursuant to the multijurisdictional disclosure system.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its $1.5 billion Canadian public offering of 3.65% senior notes due 2027.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in the up to US$430-million sale to Teranga Gold Corporation of a 90% interest in the Massawa gold project in Senegal by a subsidiary of Barrick and its Senegalese joint venture partner.

TransAlta Corporation

Acted for TransAlta Corporation in the strategic partnership with Brookfield Renewable Partners and its institutional partners, and the associated $750-million investment by Brookfield in TransAlta to advance TransAlta's transition to clean energy. The investment occurred in two tranches (i) $350 million in the form of exchangeable debentures at first closing in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing in October 2020. This investment won Capital Markets Deal of the Year at the 2020 Canadian Law Awards.

BofA Securities, Inc.

Acted as Canadian counsel to the initial purchasers, led by BofA Securities, in the US$1.0-billion private placement of high yield notes of a subsidiary of Maxar Technologies Inc.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$1.0-billion public offering of 3.70% senior notes due 2049, issued in the United States under the multijurisdictional disclosure system.

Desjardins Capital Markets and RBC Capital Markets

Acted for a syndicate of underwriters, co-led by Desjardins Capital Markets and RBC Capital Markets, in a US$97-million bought deal public offering of trust units, including US$12 million issued in the later over-allotment option closing, by WPT Industrial REIT.

TransAlta Corporation

Acted as Canadian counsel for TransAlta Corporation to establish a Canadian base shelf prospectus and associated U.S. registration statement registering the sale of up to US$2 billion in securities in the United States under the multijurisdictional disclosure system.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$75 million in high-yield notes.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$1.25-billion public offering of 4.35% senior notes due 2049, issued in the United States under the multijurisdictional disclosure system.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its $1-billion public offering of 3.25% senior notes due 2029, issued in Canada. This offering was supported by the largest single-tranche order book on record in Canada.

Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets, in the private placement of US$600 million of high-yield notes of GFL Environmental Inc.

Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets

Acted for a syndicate of underwriters co-led by Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets in a US$135-million bought deal public offering of trust units by WPT Industrial REIT.

J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets, in the private placement of US$550 million of high yield notes of a subsidiary of Lions Gate Entertainment Corp.

The Pallinghurst Group

Acting as counsel for The Pallinghurst Group, a global metals and mining industry investor, in its proposed equity investment in Nemaska Lithium Inc. to help fund Nemaska's Whabouchi project in Québec.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its mutual strategic investment agreement with Shandong Gold Group Co., Ltd. and related securities laws matters. Under the agreement, Shandong Gold will purchase up to $300 million of Barrick shares and Barrick will invest an equivalent amount in shares of a publicly listed company controlled by Shandong Gold, in each case, through open market purchases.

National Bank Financial Inc. and TD Securities Inc.

Acted for the syndicate of agents, led by National Bank Financial Inc. and TD Securities Inc., in TMX Group Limited's $200-million Canadian private placement of 3.779% senior unsecured debentures.

Citigroup, Barclays, BMO Capital Markets and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by Citigroup, Barclays, BMO Capital Markets and RBC Capital Markets, in the private placement of US$400 million of high-yield notes of GFL Environmental Inc.

Rogers Communications Inc.

Acted for Rogers Communications Inc. to establish its Canadian shelf prospectus, qualifying up to $4 billion of future public offerings of debt securities in Canada, and its separate Canadian shelf prospectus and associated U.S. registration statement, registering up to US$4 billion of future public offerings of debt securities in the United States pursuant to the multijurisdictional disclosure system.

Russel Metals Inc.

Acted for Russel Metals Inc. in its private placement of $150 million of high yield notes due 2026.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$750-million underwritten public offering of senior notes due 2048, issued in the United States under the multijurisdictional disclosure system.

TD Securities Inc. and National Bank Financial Inc.

Acted for the syndicate of agents, led by TD Securities Inc. and National Bank Financial Inc., for TMX Group Limited's $300-million private placement of 2.997% senior unsecured debentures.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$30 million in high yield notes and its US$30 million incremental secured term loan.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its Canadian private placement of $500 million of senior unsecured notes to partially finance Toromont's acquisition of the businesses and net operating assets of the Hewitt group of companies.

Luminus Management, LLC

Acted for Luminus Management, LLC in connection with its $49 million strategic investment in common shares (resulting in a 16.7% aggregate equity interest) and 10% senior secured high yield notes of Delphi Energy Corp. and negotiation of an investor rights agreement with the issuer.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$230 million in high yield notes, its US$75 million incremental secured term loan, its repurchase and redemption of existing high yield notes and its associated consent solicitation.

Restaurant Brands International Inc.

Acted as Canadian counsel for Restaurant Brands International Inc. in a US$1.5-billion private placement of first lien senior secured notes due 2024 issued by two of its subsidiaries.

Atlas Holdings LLC

Acted for Atlas Holdings in connection with Atlas's acquisition of an 80% equity interest in Millar Western Forest Products and Atlas's exchange of high-yield notes for new secured high-yield notes as the supporting noteholder for Millar Western's US$210-million note exchange transaction. The note exchange transaction was implemented under a plan of arrangement under the Canada Business Corporations Act and, together with Atlas's subsequent equity investment by way of a debt for share exchange transaction, significantly reduced Millar Western's indebtedness and strengthened its financial position, enhancing its ability to respond to and capitalize on developments in the forest products industry.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in the establishment of its US$1.5-billion commercial paper program.

Citigroup and Morgan Stanley

Acted as Canadian counsel for Citigroup and Morgan Stanley as representatives of the initial purchasers in connection with the private placement of US$400-million aggregate principal amount of senior notes by IAMGOLD Corporation.

Fortis Inc.

Acted for Fortis Inc. in its $500-million public offering, by way of prospectus supplement, of 2.85% senior unsecured notes due 2023. Fortis established its first cross-border shelf prospectus on November 30, 2016, using the multijurisdictional disclosure system.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$500-million underwritten public offering of senior notes due 2026, issued in the United States under the multijurisdictional disclosure system.

TD Securities Inc., National Bank Financial Inc., and Morgan Stanley

Acted for a syndicate of underwriters led by TD Securities Inc., National Bank Financial Inc., and Morgan Stanley Canada Limited in connection with IAMGOLD Corporation's US$230-million public offering of common shares, conducted concurrently in Canada (excluding Québec) pursuant to Canadian prospectus requirements and in the United States pursuant to the U.S. multijurisdictional disclosure system.

BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank

Acted for a syndicate of underwriters BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank in connection with Centerra Gold Inc.'s $195-million public offering of subscription receipts. The proceeds of the offering were used to partially finance Centerra's $1.1 billion purchase of Thompson Creek Metals Company Inc.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with its private placement of an aggregate of over $100 million of securities consisting of $51 million of two series of unsecured high yield notes and $53 million of a new class of non-voting, convertible, redeemable preferred shares.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$1-billion underwritten public offering of debt securities consisting of US$700 million senior notes due 2025 and an additional US$300 million senior notes due 2044, issued in the United States under the multijurisdictional disclosure system.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in connection with its Canadian private placement of $150 million of senior unsecured notes.

Kraft Canada Inc.

Acted as counsel for The Kraft Heinz Company in connection with a Canadian private placement of C$1.0 billion of senior notes issued by its subsidiary, Kraft Canada Inc., and guaranteed by The Kraft Heinz Company and Kraft Heinz Foods Company.  This private placement was part of a series of financing transactions in other jurisdictions consummated in connection with the US$54-billion merger of H.J. Heinz Company and Kraft Foods Group, Inc.

Restaurant Brands International Inc.

Acted as Canadian counsel for Restaurant Brands International Inc. in connection with a US$1.25-billion private placement of first lien senior secured notes due 2022 issued by two of its subsidiaries.

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

BofA Merrill Lynch, Scotiabank, ING, Societe Generale, SEB, BMO Capital Markets and GMP Securities

Securities as co-managers in connection with the private placement of US$1-billion aggregate principal amount of senior secured notes by Lundin Mining Corporation. Proceeds were used to partially fund Lundin's US$1.8-billion acquisition of an 80% ownership stake in the Candelaria/Ojos del Salado copper mining operations and supporting infrastructure from Freeport-McMoRan Inc.

Deutsche Bank Securities Inc., RBC Capital Markets, LLC, CIBC World Markets Corp. and Imperial Capital, LLC

Acted as Canadian counsel for the initial purchasers, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, CIBC World Markets Corp. and Imperial Capital, LLC, in a US$375-million private placement of senior secured notes due 2019 issued by Tembec Industries Inc., a wholly-owned subsidiary of Tembec Inc.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with concurrent separate Canadian and U.S. public offerings in the aggregate amount of $2 billion, consisting of $250 million floating rate senior notes due 2017, $400 million senior notes due 2019 and $600 million senior notes due 2024 offered in Canada and US$750 million senior notes due 2044 offered in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

Scotia Capital Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc.

Acted for a syndicate of agents co-led by Scotia Capital Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc. in a private placement of $175-million notes due 2018 issued by Crombie Real Estate Investment Trust. The proceeds of the offering will be used to partially finance Crombie's $990-million purchase of a portfolio of 68 retail properties anchored by Safeway grocery stores in a sale-leaseback transaction with Sobeys Inc. in connection with Sobeys' $5.8 billion acquisition of the assets of Canada Safeway Limited.

BMO Nesbitt Burns Inc. and Canaccord Genuity Corp.

Acted for a syndicate of underwriters co-led by BMO Nesbitt Burns Inc. and Canaccord Genuity Corp. in connection with a $46.1-million public offering of common shares of Altus Group Limited.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$1.5 billion underwritten public offering of debt securities consisting of US$850 million senior notes due 2023 and US$650 million senior notes due 2043, made in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

Scotia Capital Inc.

Acted for a syndicate of agents co-led by Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and TD Securities Inc. in a private placement of $400-million debentures due 2018, $250-million debentures due 2023 and $350 million debentures due 2016 issued by TMX Group Limited.

BMO Capital Market

Acted for a syndicate of underwriters led by BMO Capital Markets in connection with the secondary public offering by SIR Corp. of units of SIR Royalty Income Fund.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its $1 billion underwritten public offering of debt securities consisting of US$500 million senior notes due 2023 and US$500 million senior notes due 2043, made in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

Vista Radio Ltd.

Acted for Vista Radio Ltd., a Canadian broadcasting company with operations primarily in Western Canada, in connection with its acquisition of substantially all of the assets of Haliburton Broadcasting Group Inc. Completion of the transaction was subject to CRTC approval.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $500 million aggregate principal amount of Senior Notes due 2017 and $600 million aggregate principal amount of Senior Notes due 2022.

BofA Merrill Lynch

Acted as Canadian counsel for the initial purchaser, BofA Merrill Lynch, in an add-on private placement by Tembec Industries Inc. of US$50-million of its existing senior secured notes due 2018.

BMO Capital Markets

Acted for a syndicate of underwriters led by BMO Capital Markets in connection with a $48-million bought deal offering of convertible debentures of Altus Group Limited.

MOSAID Technologies Incorporated

Acted for the Special Committee of MOSAID Technologies Incorporated in connection with its successful defence of an unsolicited takeover bid by Wi-LAN Inc. and the resulting "white knight" agreement with Sterling Partners to acquire MOSAID by way of a plan of arrangement for approximately $590 million.

National Bank Financial and Canaccord Genuity

Acted for a syndicate of agents co-led by National Bank Financial and Canaccord Genuity in a private placement of high yield notes issued by Canadian Satellite Radio and as counsel for a significant bondholder in connection with the concurrent exchange offer for the issuer's existing high yield notes.

Enerflex Ltd. and Toromont Industries Ltd.

Acted for Enerflex Ltd. and Toromont Industries Ltd. in connection with the $1.1-billion initial public offering of Enerflex effected through a spinoff of Enerflex's common shares to Toromont's shareholders.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in connection with the spin-off of its $1.1-billion natural gas compression business, Enerflex Ltd., to Toromont's shareholders, which is one of the largest demerger transactions completed in Canada in the last ten years.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. (formerly Barrett Xplore Inc.) in connection with the private offering of $230 million of securities, one of the largest Canadian financing telecom projects to be announced in 2011.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $900 million aggregate principal amount of 4.70% Senior Notes due 2020.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $800 million aggregate principal amount of 6.11% Senior Notes due 2040.

BofA Merrill Lynch and Credit Suisse Securities (USA) LLC

Acted as Canadian counsel for the initial purchasers, BofA Merrill Lynch and Credit Suisse Securities (USA) LLC, in a US$255-million private placement of senior secured notes due 2018 issued by Tembec Industries Inc., a wholly-owned subsidiary of Tembec Inc.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its successful cash and share unsolicited takeover bid to acquire Enerflex Systems Income Fund, resulting in a $684-million supported transaction, and also acted for Toromont in establishing an unsecured $450-million term credit facility with a syndicate of banks to finance the acquisition.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $1 billion aggregate principal amount of debt securities, consisting of $500 million aggregate principal amount of 5.38% Senior Notes due 2019 and $500 million aggregate principal amount of 6.68% Senior Notes due 2039.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its bought deal equity offering of approximately 109 million common shares for gross proceeds of approximately US$4 billion. The common shares were offered in Canada by way of a short form prospectus and in the United States by way of a registration statement filed under the Multi-Jurisdictional Disclosure System. It is the largest bought deal equity offering in Canadian history.

WatchGuard Technologies, Inc.

Acted for WatchGuard Technologies, Inc. in its acquisition of the assets of BorderWare Technologies Inc. from a court-appointed receiver.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $1 billion aggregate principal amount of 5.80% senior notes due 2016 made in each of the provinces of Canada through a syndicate of agents.

Detour Gold Corporation

Acted for Detour Gold Corporation in its acquisition of its controlling public company shareholder, PDX Resources Inc., through a three-cornered amalgamation for share consideration valued at $209 million.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an auction transaction for the sale of its 50% stake in the South Deep mine in South Africa to Gold Fields Limited, resulting in the sale for total consideration of US$1.525 billion.

Kraft (Re): Tips from Ontario’s Capital Markets Tribunal—When Is Selective Disclosure in the “Necessary Course of Business”

Nov. 01, 2023 - In a first for Canadian securities laws, on October 20, 2023 Ontario’s Capital Markets Tribunal (Tribunal) released substantive guidance on the meaning of the “necessary course of business” (NCOB) exception to the prohibition against selective disclosure of material non-public information (MNPI)...

Acquisition Finance 2022: Canada Chapter, co-author, annual

May 26, 2022 - Chambers Global Practice Guides (Chambers and Partners)

If It Ain’t Broke… Davies Comments on Draft Capital Markets Act

Feb. 25, 2022 - Davies has submitted a comprehensive comment letter on a new Capital Markets Act (CMA) proposed by the Ontario Ministry of Finance, on the recommendation of the Capital Markets Modernization Taskforce, to replace the Ontario Securities Act. Although some modifications to Ontario...

Mind the GAAP: Don’t Get Tripped Up by the New Financial Measure Disclosure Requirements

July 06, 2021 - Before the year-end, Canadian reporting issuers will have to contend with new rules that govern the disclosure of non-GAAP and other financial measures.¹ These new Financial Measure Rules mark a significant departure from the policy-based approach that has shaped non-GAAP financial...

Davies Highlights Concerns with Proposals to Modernize Ontario’s Capital Markets

Sept. 09, 2020 - Davies has submitted a comprehensive comment letter to the Capital Markets Modernization Taskforce (Taskforce) in response to the consultation report published by the Taskforce on July 9, 2020 (Report). The Taskforce was formed by the Ontario government in February 2020 with a mandate to review...

COVID-19: Canadian Public Disclosure Considerations During the Pandemic

Mar. 23, 2020 - Canadian public issuers grappling with the impact of the COVID-19 pandemic on their businesses are rightly focusing on the health and safety of their workforce and customers, business continuity and risk management. However, while balancing these and the many other critical issues flowing from...

Keep It Between Us: Canadian Securities Regulators Adopt Confidential Prospectus Review Process

Mar. 06, 2020 - Canadian public issuers and those issuers contemplating a Canadian IPO may now file a prospectus for review by securities regulators’ staff on a confidential basis. Under this new process, an issuer may submit a near-final draft preliminary prospectus to its principal securities regulator without...

You Say You Want Evolution? Well…Canadian Securities Regulators Are Now Reshaping Yesterday’s Rules

Mar. 04, 2020 - No longer content to just “let it be,” Canadian securities regulators are now proposing to reshape yesterday’s rules to work for today’s modern capital markets and practices. Over the past few years, the Ontario Securities Commission (OSC) and other members of the Canadian Securities...

Canadian Securities Regulators Seek Feedback on “Access Equals Delivery” Model for Prospectuses and Other Documents

Jan. 13, 2020 - The Canadian Securities Administrators (CSA) has published a consultation paper seeking input on the potential implementation of an “access equals delivery” model – an electronic access alternative for satisfying prospectus and other documentary delivery obligations under Canadian securities...

OSC Announces Stakeholder Consultation on Burden Reduction

Jan. 16, 2019 - The Ontario Securities Commission (OSC) recently published OSC Staff Notice 11-784: Burden Reduction (OSC Staff Notice 11-784), seeking input from stakeholders on ways to reduce regulatory burden for issuers, registrants, investors and other market participants. OSC Staff Notice 11-784 is...

New rules will obstruct cross-border capital flows, big institutional investors say – The Globe and Mail

Jan. 14, 2016 - Davies partner David Wilson is quoted in a Globe and Mail article that examines concerns with proposed regulations that would govern how companies can raise money outside of Canada. The article notes that some of Canada’s largest institutional investors say the new...

Multijurisdictional Disclosure System: Offering Securities and Reporting in the United States Using MJDS

Sept. 21, 2015 - The multijurisdictional disclosure system (MJDS) permits eligible Canadian issuers to publicly offer securities in the United States by using a prospectus that is prepared principally in accordance with Canadian disclosure requirements. The MJDS also enables these issuers to substantially satisfy...

To Buy or Not to Buy: Dealing with a Target’s Bonds

Mar. 20, 2015 - When acquiring a Canadian public company, there is no one-size-fits-all approach to dealing with its outstanding bonds. Generally speaking, the decision whether to repurchase the target’s bonds is not entirely within an acquirer’s control. Corporate bonds – whether Canadian or U.S. – typically...

Whopper of a Deal with a Double-Double Take on the Canadian Exchangeable Share Structure

Feb. 25, 2015 - The most talked about Canadian deal of 2014 was Burger King’s acquisition of Tim Hortons. This deal made headlines because of its size, its iconic players and the mark that the combined Canadian company, Restaurant Brands International (now commonly referred to by its ticker symbol QSR), would...