Hellman & Friedman

Acting as Canadian counsel to Hellman & Friedman-backed AutoScout24, a European online automotive marketplace, in its acquisition of TRADER Corporation, a Canadian online marketplace also offering dealership and OEM software and lender services for the automotive sector, from Thoma Bravo.

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.

Cvent, Inc.

Acted as Canadian counsel to Cvent, Inc., a portfolio company of Blackstone, in its acquisition of Splash, an event marketing technology company. 

Tegus, Inc.

Acted as Canadian counsel to Tegus, a leading research platform for investors, on its US$930-million sale to AlphaSense, the leading market intelligence and search platform.

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.

Blackstone Credit

Acted for funds managed by Blackstone Credit in connection with its sale of Grafton Apparel Ltd., the leading Canadian retailer of men's clothing, which operates under the Tip Top, George Richards and Mr. Big & Tall banners, to an affiliate of Stern Partners Inc.

Centurion Apartment Real Estate Investment Trust

Acted for a special committee of independent trustees of Centurion Apartment Real Estate Investment Trust, a private, unlisted REIT with over $6.5 billion in assets, with restructuring of the REIT’s asset management agreement and related arrangements with its external asset manager, Centurion Asset Management Inc.

Integrated Media Company

Acted for Integrated Media Company, a TPG platform dedicated to the new media ecosystem, in its C$147.5-million acquisition of Toon Boom Animation Inc., an Emmy® Award-winning Montreal-based animation software company, from Nelvana Limited, a subsidiary of Corus Entertainment Inc.

Sustana

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

American Holt, LLC, a portfolio company of Arcline Investment Management

Acted for American Holt, LLC, a portfolio company of Arcline Investment Management, in its acquisition of DMA Solution Inc., a leading engineering company for solutions in the manufacturing of high performance products for the PET plastic container and beverage industries.

Arcline Investment Management

Acted as Canadian counsel to Arcline Investment Management in its acquisition of International Water-Guard, a leading provider and servicer of proprietary potable water systems and components for use in business and commercial jet applications.

Alaris Equity Partners

Acted for Alaris Equity Partners, in its US$546-million investment with Brookfield Special Investments, in Body Contour Centers LLC.

Fulcrum Capital Partners

Acted for Fulcrum Capital Partners in the merger of its portfolio company, Accucam Machining, with EQI Ltd., a portfolio company of Atlas Holdings, to create a leading global supply chain solution for metal products.

Beringer Capital

Acted for Beringer Capital in its acquisition (and related bank financing) of a majority stake in Dig Insights, a Canadian tech-enabled services company that delivers consumer insights and market research consulting, tools and solutions to leading brands across a range of sectors.

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.

Tegus

Acted for Tegus, a leading research platform for investors, with its acquisition of Canalyst, a provider of data and analytics on listed companies.

Blackstone Tactical Opportunities

Acted as Canadian counsel to funds managed by Blackstone Tactical Opportunities in their acquisition (and related financing) of H.I.G. Capital-backed Sustana Group, a Wisconsin and Quebec-based manufacturer of premium, sustainable recycled fiber, paper, and packaging products.

TPG Real Estate Partners

Acted for TPG Real Estate Partners, the dedicated real estate equity investment platform of alternative asset firm TPG, in its acquisition (and related financing) of Cinespace Film Studios, North America's second-largest independent sound stage platform with best-in-class studio campuses in Toronto and Chicago.

Arcline Investment Management

Acted as Canadian counsel to Fairbanks Morse Defense, a portfolio company of Arcline Investment Management, in its acquisition of Hunt Valve Company, Inc.

SESAC

Acted as Canadian counsel to SESAC, a portfolio company of Blackstone, in its US$385-million acquisition of Entertainment One Music (eOne) from Hasbro, Inc.

Blackstone Growth

Acting as Canadian counsel to funds managed by Blackstone Growth in their minority investment, alongside Atairos, in GeoComply Solutions Inc., a leading geolocation and compliance technology company.

Northleaf Capital Partners

Acted for Northleaf Capital Partners in its strategic sale of a non-controlling interest to Mackenzie Financial Corporation, a subsidiary of IGM Financial Inc., and Great-West Lifeco Inc.

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.

Wexford Capital LP

Acted for Wexford Capital LP, the largest shareholder of Sailfish Royalty Corp., in Sailfish's $18-million rights offering of common shares and the related standby commitment by affiliates of Wexford.

Wexford Capital LP

Acted for Wexford Capital LP, the largest shareholder of Mako Mining Corp., in Mako's $12 million bought deal private placement of units and concurrent $16.4 million non-brokered private placement to funds managed by Wexford.

Xplornet Communications Inc.

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

The Blackstone Group Inc.

Acted for real estate funds managed by The Blackstone Group Inc. and their affiliates in Blackstone's $6.2-billion all-cash acquisition of Dream Global Real Estate Investment Trust and the separation of its external asset manager, Dream Asset Management.

Wexford Capital LP

Acted for Wexford Capital LP, the majority shareholder of Sailfish Royalty Corp., in Sailfish's proposed acquisition of Terraco Gold Corp. pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) and the related 19.9% private placement by Wexford into Terraco.

Wexford Capital LP

Acted for Wexford Capital LP, the largest shareholder of Mako Mining Corp., in Mako's $27-million rights offering of common shares and the related standby commitment by an affiliate of Wexford.

Wexford Capital LP

Acted for Wexford Capital LP, the majority shareholder of Marlin Gold Mining Ltd., in a business combination transaction between Marlin and Golden Reign Resources Ltd. to form Mako Mining Corp. pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) and a related reorganization of Marlin's assets.

AutoCanada Inc.

Acted for the special committee of the board of directors of AutoCanada Inc. in its strategic alternatives review process to maximize shareholder value.

Fulcrum Capital Partners

Acted for Fulcrum Capital Partners in its equity investment in and related financing of Accucam Machining, a Canada-based supplier of steel parts to heavy original equipment manufacturers in material handling, agricultural and construction industries around the world.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its acquisition of the fixed wireless Internet access business of I-Netlink Incorporated and Manitoba Netset Ltd., operating in the provinces of Manitoba and Saskatchewan as NetSet Communications.

Sentry Investments

Acted for Sentry Investments in its $780-million acquisition by CI Financial Corp. in a transaction that combines two of Canada's largest independent active asset managers.

Golden Gate Capital

Acted as Canadian counsel to Golden Gate Capital in its majority equity investment in the GAL group of companies, a leading North American designer, manufacturer and distributor of elevator components and systems.

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.

Iron Mountain Incorporated

Acted for Iron Mountain Incorporated (IRM) in connection with the divestiture of certain records and information management assets in the United States and Canada to Arkive, Inc., a portfolio company of the U.S.-based private equity firm, Summit Park Partners. The U.S. Department of Justice and Canadian Competition Bureau required these assets to be divested following IRM's US$2-billion acquisition of Recall Holdings Ltd.

MB Aerospace

Acted for MB Aerospace, a portfolio company of funds managed by Blackstone, in connection with its acquisition of Vac Aero Kalisz (Poland) from Vac Aero International.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its earn-in agreement with Alicanto Minerals of Australia. Under the terms of the Earn-In, Barrick will be able to earn a 65% interest in the Arakaka project in northwest Guyana by meeting total funding requirements of US$10 million over four years.

WIND Mobile Corp. and its shareholders

Acted for WIND Mobile Corp. (WIND) and its shareholders, including West Face Capital, in connection with the sale of WIND to Shaw Communications Inc. for approximately $1.6 billion.

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.

Bentall Kennedy (Canada) Limited Partner

Acted for the Bentall Kennedy Group, a premier real estate investment management firm operating in Canada and the United States, in its acquisition by Sun Life Financial Inc. for a purchase price of $560 million.

Alfa S.A.B. de C.V.

Acted for Alfa S.A.B. de C.V. in connection with its proposed acquisition, with Harbour Energy Ltd., of all of the outstanding common shares of Pacific Rubiales Energy Corp. for an all-cash purchase price of approximately $1.7 billion, plus the assumption of approximately $5 billion in debt. The acquisition was structured as a plan of arrangement under the Business Corporations Act (British Columbia).

West Face Capital Inc.

Acted for West Face Capital Inc. in its acquisition, together with a consortium of investors including Globalive Capital, Tennenbaum Capital Partners and LG Capital Investors, of the interests of VimpelCom Ltd. in Globalive Wireless Management Corp. (doing business as WIND Mobile).

Golden Gate Capital

Acted for Golden Gate Capital in connection with its acquisition of Canada Fluorspar Inc. pursuant to a plan of arrangement under the Business Corporations Act (Ontario).

United Technologies Corporation

Acted for United Technologies Corporation in connection with its sale of fuel cell intellectual property assets to Ballard Power Systems.

InnVest Real Estate Investment Trust

Acted for the Special Committee of InnVest Real Estate Investment Trust in connection with the request of Orange Capital, LLC for a special meeting of unitholders and the settlement entered into among InnVest, Orange Capital and certain other unitholders.

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.

Cathmark Investments Inc.

Acted for a group of investors led by Cathmark Investments Inc. in the acquisition of Bull Wealth Management Group Inc. and Bull Capital Management Inc., a registered portfolio manager, exempt market dealer and investment fund manager, from a subsidiary of EFG International AG.

CIBC World Markets Inc., TD Securities Inc. and Scotia Capital Inc.

Acted for a syndicate of underwriters co-led by CIBC World Markets Inc., TD Securities Inc. and Scotia Capital Inc. in connection with Crombie Real Estate Investment Trust's public offering of $225 million of subscription receipts and $75 million of extendible convertible debentures. 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.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $100 million aggregate principal amount of convertible unsecured subordinated debentures due March 31, 2019.

InnVest Real Estate Investment Trust and InnVest Operations Trust

Acted for InnVest Real Estate Investment Trust and InnVest Operations Trust in connection with a reorganization to unwind their "stapled unit" trading structure through a plan of arrangement under the Canada Business Corporations Act and the Trustee Act (Ontario).

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with its $125-million private financing.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and other shareholders in the sale of Emerging Information Systems Inc. to an affiliate of Zywave, Inc.

Global Railway Industries Ltd.

Acted for Global Railway Industries Ltd. in the sale of its operating subsidiary, CAD Railway Industries Ltd.

MHR Fund Management LLC

Acted for MHR Fund Management LLC in connection with its US$77-million acquisition of common shares of Lions Gate Entertainment Corp. from Carl Icahn.

GrowthWorks Ltd.

Acted for GrowthWorks Ltd. in connection with the merger of GrowthWorks Canadian Fund Ltd. with the VenGrowth group of funds. The transaction represented the first hostile merger proposal in the labour sponsored investment fund sector.

Fuel Systems Solutions, Inc.

Acting for Fuel Systems Solutions, Inc. in its negotiated takeover bid for Alternative Fuel Systems (2004) Inc., a leading developer of natural gas vehicle engine controllers and associated components.

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.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $50 million aggregate principal amount of stapled convertible unsecured subordinated debentures due March 30, 2018 and 3,600,000 stapled units of approximately $25 million. This is the first stapled debenture offering in Canada.

West Face Capital Inc.

Acted for West Face Capital Inc. in its successful proxy contest to reconstitute the Board of Directors of Global Railways Industries Ltd. at the 2009 annual meeting of Global's shareholders.

Global Railway Industries Ltd.

Acted for Global Railway Industries Ltd. and the special committee of Global Railway on the sale of its subsidiaries, G&B Specialties, Inc. and Bach-Simpson Corporation, to Wabtec Corporation.

Xstrata plc

Acted for Xstrata plc in connection with the renewal of its US$6-billion Euro Medium Term Note Programme.

Jaguar Mining Inc.

Acted for Jaguar Mining Inc. in connection with its acquisition of MCT Mineraçao Ltda., an indirect subsidiary of Kinross Gold Corporation, to obtain control over the Gurupi Project, a gold exploration project located in the state of Maranhao, Brazil.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a $50-million bought deal issuance of units.

Ownership of Privileged Communications in M&A Transactions: Practical Takeaways and Recent Case Law

July 13, 2023 - Can the buyer in a M&A transaction who takes possession of the seller’s or target company’s privileged communications on closing use those communications in a post-closing dispute against the seller? Can the seller assert privilege and demand return of the documents? In Dente v Delta Plus...

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...