Brian Calalang is a partner in the Corporate/Commercial, Corporate Finance & Securities, Structured Finance, Mergers & Acquisitions and Corporate Governance practices. He has acted for both private and public entities on a variety of matters, including domestic and cross-border public securities offerings and private placements, PIPE investments, securitizations, share and asset sales and acquisitions, reorganizations and loan financings.

Brian also regularly provides advice and assistance to publicly listed companies and to investors in connection with their corporate and securities law obligations and corporate governance matters. His clients have included Biovail Corporation and Agricore United. He has also acted for investment banks, single and multi-vendor conduits, asset originators and other active participants in the Canadian securitization market in securitizing a broad range of asset classes. Brian has also worked closely with a large, private, family-owned multinational company to develop ownership and governance strategies as part of its family succession planning.

Representative Work

• Advised Temasek Holdings (Private) Limited in its US$100 million convertible debenture PIPE investment in Platmin Limited and its US$50 million purchase of common shares from Platmin.
• Advised Agricore United in its asset sale to Alliance Grain Terminal Ltd. of its Vancouver port terminal facility; advised Agricore United in its bought deal public offering of $100 million of convertible debentures; advised Agricore United in its treasury and secondary offering of $104 million of limited voting common shares.
• Advised First National in the establishment by First National Mortgage Trust of a $500 million asset backed commercial paper program.
• Advised CIBC Capital Partners in the establishment of a subordinated syndicated credit facility for Shred-it International Inc.
• Advised Rogers Cable Inc. in its private placement in Canada and the United States of US$350 million of senior secured second priority notes and Rogers Wireless Inc. in its private placement in Canada and the United States of US$750 million of senior secured notes.
• Advised Cinnamon Investments Limited in the reorganization and assignment to it of management contracts of The First Asia Income Fund.

Articles and Publications

Brian is the co-author of "Disclosure Under the Microscope: Lawsuits, Investigations and Enforcement Actions in the Wake of Regulation FD" for a Canadian Institute Conference held in Toronto and the co-author of "The Fundamentals of Canadian Securities Regulation and Continuous Disclosure" for an Insight conference.

Brian is the co-author of "Heightened Requirements in ABS Offerings" for the 9th Annual Asset Securitization Forum in Banff.

Teaching Engagements

Brian is an Adjunct Professor at Western Law, teaching the upper level securities law class at the University of Western Ontario. He has also guest lectured for the National Securities LL.M. Program at Osgoode Hall Law School on the topic of public offerings.

Speaking Engagements

Brian has spoken at an Insight Conference on the subject of Securities Law and the Intellectual Property Institute of Canada on the subject of Company Law. He has also guest lectured at the Schulich School of Business Bay Street Speaker Series on his experiences as a corporate and securities lawyer.

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