Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in its sale of Advanced Engineered Products to TerraVest Industries.

Sixty North Unity

Acting for Sixty North Unity, a consortium of Indigenous communities from the Yukon, the Northwest Territories and Nunavut, in connection with its proposed acquisition of Northwestel from Bell Canada for approximately C$1 billion, which would make Northwestel the largest indigenous-owned telecommunications company in the world.

Russel Metals Inc.

Acted for Russel Metals Inc. in its C$225-million acquisition of seven service centers from Samuel, Son & Co., five of which are located in Western Canada and two in the United States.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its strategic equity investment in Canada Nickel Company Inc. and negotiation of an investor rights agreement. 

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its earn-in agreement with FireFox Gold Corp. to form a property-level joint venture in respect of the Kolho property located in northern Finland, together with a concurrent equity investment in FireFox Gold Corp. and the negotiation of an investor rights agreement.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in the acquisition by Rogers Communications Inc. of all of Shaw's issued and outstanding Class A and Class B shares in a transaction valued at approximately C$26 billion, including debt, representing a significant premium for Shaw's shareholders. This deal won M&A Deal of the Year at the 2024 Canadian Law Awards.

Fengate Asset Management Ltd.

Acted for Fengate Asset Management Ltd. in the C$50.2-million sale of 60 MW Sault Ste. Marie solar portfolio located in northwestern Ontario to Innergex Renewable Energy Inc.

Fengate Asset Management Ltd.

Acted for Fengate Asset Management Ltd. in the sale of a 75% interest in the 40 MW Grand Valley III wind project in Ontario to Axium Infrastructure.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its joint C$2.85-billion sale with Rogers Communications Inc. of Freedom Mobile Inc. to Videotron Ltd., a subsidiary of Québecor Inc.

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).

Recipe Unlimited Corporation

Acted for the special committee of the board of directors of Recipe Unlimited Corporation, Canada's largest full-service restaurant company, in the sale of Recipe to Fairfax Financial Holdings Limited, a deal that values Recipe at approximately $1.2 billion.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in the sale of a portfolio of 22 royalties to Maverix Metals for total cash consideration of up to US$60 million, and Nevada Gold Mines in the sale of a portfolio of three royalties to Gold Royalty Corp. for share consideration with a value of US$27.5 million.

Agnico Eagle Mines Limited

Advised Agnico Eagle Mines Limited in its US$580-million investment in Minas de San Nicolas (MSN) (previously a wholly owned subsidiary of Teck Resources Limited), which owns the San Nicolas copper-zinc development project located in Zacatecas, Mexico. As a result of the transaction, Agnico Eagle and Teck will own 50% of MSN. The proceeds of the subscription will be used by MSN to fund the first US$580 million of post-closing development and construction costs.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its acquisition of a 35% interest in Green Star Royalties Ltd., a company focused on the origination of carbon sequestration projects and other green technology opportunities. In connection with its investment, Agnico was granted certain investor rights, including representation on Green Star's board and an ability to co-invest alongside Green Star in its future projects and investments.

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.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., Canada's largest rural-focused broadband service provider, in its acquisition of Swift High Speed, a facilities-based rural broadband service provider in Manitoba.

Initial Purchasers

Acted as Canadian counsel to the initial purchasers, led by Barclays, in multiple private placements of senior notes and senior secured notes of GFL Environmental Inc., in an aggregate principal amount of over US$5 billion.

Epic Games, Inc.

Acted for Epic Games, Inc., in its acquisition of Montréal-based ArtStation, an online marketplace and industry hub for digital artists.

People Corporation

Acted for the special committee of the board of directors of People Corporation in connection with the $1.2-billion acquisition of People Corporation, by way of a plan of arrangement, by investment funds managed by Goldman Sachs Merchant Banking.

Epic Games, Inc.

Acted for Epic Games, Inc. in its investment in Toronto-based SideFX, the company behind the Houdini 3D animation software used in video game development as well as for visual effects in film productions.

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.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an integrated transaction involving (i) the sale by Barrick of all of the shares of Bullfrog Mines LLC to Bullfrog Gold Corp., a U.S.-based gold and silver exploration company; and (ii) a concurrent $22 million equity investment in Bullfrog Gold by Augusta Investments Inc. and certain individuals identified by Augusta.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its joint venture agreement with Newmont Corporation to form a 50-50 joint venture in respect of Newmont's earn-in agreement regarding the Anza gold exploration project and to seek other prospective gold targets of district-scale potential in Colombia.

Axium Infrastructure Inc.

Acted for Axium Infrastructure Inc. in connection with its equity investment in a 900 MW combined cycle natural gas power plant to be built near Edson, Alberta, known as the Cascade Power Project. This project won Project Finance International's Canadian Power Deal of the Year award for 2020.

Bank of Montreal, Royal Bank of Canada and The Bank of Nova Scotia

Acted for Bank of Montreal, Royal Bank of Canada and The Bank of Nova Scotia, as lenders, in the establishment of approximately $1.1 billion in secured margin loan facilities made available to a number of shareholders of GFL Environmental Holdings Inc. The margin loans were established in connection with the initial public offering of subordinate voting shares and tangible equity units of GFL Environmental Inc.

Square, Inc.

Acted as Canadian counsel to Square, Inc. in its acquisition of Dessa, a Toronto-based company building machine learning applications that address significant real-world challenges for all types of businesses.

Axium Infrastructure Inc.

Acted for Axium Infrastructure Inc. in establishing a mezzanine credit facility in respect of Axium Solar's Elmsley and St. Isidore solar projects in Ontario.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its historic joint venture with Newmont Mining Corporation, which combined their respective mining operations, assets, reserves and talent in Nevada to create the world's largest gold complex.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its exploration, earn-in and option agreement with Arcelia Gold Corp. to form property-level joint venture in respect of the La Millionaria property in the State of Chihuahua, Mexico.

Axium Infrastructure Inc. and The Manufacturers Life Insurance Company

Acted for Axium Infrastructure Inc. and The Manufacturers Life Insurance Company in a private placement in Canada and the United States of over $1 billion of fixed rate bonds in order to refinance bridge loans used to complete their recent acquisition of AltaGas Ltd.'s remaining 55% interest in three hydroelectric projects in northwest British Columbia.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its proposed US$42-billion merger with Newmont Mining Corporation to combine the world's two largest gold companies.

Axium Infrastructure Inc. and The Manufacturers Life Insurance Company

Acted for Axium Infrastructure Inc. and The Manufacturers Life Insurance Company in their joint $1.4-billion acquisition of AltaGas Ltd.'s remaining 55% interest in three hydroelectric projects in northwest British Columbia: the 195 MW Forrest Kerr Hydroelectric Facility, the 66 MW McLymont Creek Hydroelectric Facility and the 16 MW Volcano Creek Hydroelectric Facility.

Berkshire Partners

Acted as Canadian counsel to Berkshire Partners in the $800-million sale of Farm Boy, a fast-growing and successful Canadian food retailer, to Empire Company Limited.

Sleep Country Canada Holdings Inc.

Acted for Sleep Country Canada Holdings Inc. in its $88.7-million acquisition of Endy, one of Canada's leading mattress-in-a-box e-commerce players, and the financing of this acquisition through an increase in and amendment to its $210-million senior secured syndicated credit facility.

Axium Infrastructure Inc. and The Manufacturers Life Insurance Company

Acted for (i) Axium Infrastructure Inc. and The Manufacturers Life Insurance Company in their joint $922-million acquisition from AltaGas Ltd. of a 35% interest in three hydroelectric projects in northwest British Columbia: the 195 MW Forrest Kerr Hydroelectric Facility, the 66 MW McLymont Creek Hydroelectric Facility and the 16 MW Volcano Creek Hydroelectric Facility; and (ii) Northwestern Hydro Acquisition Inc. (NWHA), the special purpose acquisition vehicle formed to complete the acquisition, in a subsequent $650 million senior secured bond financing and related letter of credit facility.

Baffinland Iron Mines Corporation and Baffinland Iron Mines LP

Acted as Canadian counsel to Baffinland Iron Mines Corporation and Baffinland Iron Mines LP in their U.S. and Canadian private placement of US$575 million 8.750% senior secured notes, the repurchase and redemption of an existing series of US$350 million senior secured notes, an associated consent solicitation and an amendment and joinder to the existing revolving credit agreement to increase the aggregate of incremental commitments.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its acquisition of all of the exploration assets of Canadian Malartic Corporation, including the Kirkland Lake and Hammond Reef projects, for an aggregate purchase price of US$325 million.

Nomura Securities International, Inc.

Acted for Nomura Securities International, Inc. in the refinancing of credit facilities in an aggregate amount of approximately $230 million made available for the long-term operation of seven 10-MW ground-mount solar photovoltaic projects in Ontario, each of which had been awarded a 20-year power purchase contract with the IESO.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its equity investment in Orla Mining Ltd. and negotiation of an investor rights agreement.

Breton Hill Capital Ltd.

Acted for Breton Hill Capital Ltd., a Canadian investment firm managing approximately US$2 billion in client assets, in its sale to Neuberger Berman Group LLC, a global, independent, employee-owned investment manager.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its US$80-million acquisition of the Santa Gertrudis gold project in Mexico from GoGold Resources Inc. In connection with the acquisition, Agnico Eagle provided GoGold with a US$7.5 million term loan, secured by a second ranking charge on all of GoGold's assets, which will be set off against the purchase price at the closing of the acquisition.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

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.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its strategic equity investment in GoldQuest Mining Corp. and negotiation of an investor rights agreement.

McKesson Corporation

Acted for McKesson Corporation, a leading international healthcare services and information technology company, in connection with its $3-billion acquisition of Rexall and Rexall Pharma Plus, which operate approximately 470 pharmacies in Canada, from Katz Group, one of Canada's largest privately owned enterprises.

Kirkland Lake Gold Inc.

Acted for the Special Committee of the board of directors of Kirkland Lake Gold Inc. in connection with its $1-billion combination with Newmarket Gold Inc., by way of a Plan of Arrangement, to create a new low-cost, mid-tier gold producer.

Spectrum Health Care LP

Acted for Spectrum Health Care LP in connection with its $16.5-million acquisition of the Preferred Health Care Services division of Sienna Senior Living Inc.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with its sale of Shaw Media Inc. to Corus Entertainment Inc. for $2.65 billion. Shaw Media is the owner of the Global Television Network and 19 specialty channels including HGTV Canada, Food Network Canada and Showcase. Davies acted for Shaw in 2010 on the purchase of these assets from CanWest Global Communications for $2 billion. The proceeds from this sale were used to finance Shaw's acquisition of WIND Mobile for $1.6 billion. Davies acted for WIND Mobile.

Bank of Montreal

Acted for Bank of Montreal and a syndicate of lenders on an increase and amendment of GFL Environmental Inc.'s revolving credit facility in connection with its $800-million acquisition of TransForce Inc.'s Matrec solid waste division.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in its acquisition of Advance Engineered Products Ltd.'s tank production and services business under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The assets purchased also include the mobile vacuum systems business carried on under the Westech Vac Systems name and the metal fabrication and machining business carried on under the Dumur Industries name.

Governance Insights: Nominee Directors – Fiduciary Obligations and the Limits of Information Sharing

Oct. 08, 2024 - The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long. ” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee directors, nominating shareholders and companies should bear in...

Governance Insights: Protecting Information to Protect Process – When is it Appropriate to Restrict a Director’s Access to Board Records?

June 20, 2024 - When is a board of directors permitted to withhold information from one of its members? Although the Canadian corporate statutes generally grant directors a blanket right to inspect board and committee minutes, there is uncertainty as to whether a board could nonetheless withhold from a director...

Interview, The Globe and Mail, “The new due diligence: why M&A scrutiny is digging deeper (and taking longer) than ever before”; Web Publication

May 15, 2024 - Read the article (Subscribers only).

Governance Insights: 10 Trends that GCs and Boards Need to Know

Jan. 24, 2024 - The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic and compliance planning, we discuss issues including the...

OSC Offers Pre-Filing Review of Technical Disclosure for Mining Issuers Expecting to File a Prospectus

June 10, 2019 - The Ontario Securities Commission (OSC) recently announced the adoption of a pre-filing review regime for mining issuers (see Staff Notice 43-706 – Pre-filing Review of Mining Technical Disclosure). The regime is available to mining issuers that plan to launch a public offering under a...