Davies | R. Ian Crosbie - Representative Work


			Transactions and Cases		Year

			Acting for Fronteer Gold Inc. in its $281 million acquisition of AuEx Ventures Inc. by way of a plan of arrangement, including a "spin-off" of AuEx's exploration properties into a new publicly traded vehicle.		2010
			Acting for Xstrata Canada Corporation in its proposed acquisition of Noranda Income Fund.		2010
			Acting for Shaw Communications Inc. in connection with its proposed acquisition of Canwest Global Communications Corp. for $2 billion.		2010
			Acted as Canadian counsel for an affiliate of Apollo Global Management, a leading global alternative asset manager, in connection with the proposed acquisition of Cedar Fair LP, a publicly traded partnership and one of the largest regional amusement park operators in the world, in a transaction valued at approximately US$2.4 billion.		2010
			Acted as Canadian counsel to ING Groep N.V. in the transfer of a portion of the business of the Canadian branch of its subsidiary, ReliaStar Life Insurance Company, to Reinsurance Group of America, Incorporated.		2010
			Acted for Barzel Industries in a coordinated Canada/U.S. bankruptcy proceeding enterprise restructuring commenced in September 2009 and involving the negotiation of debtor-in-possession financing and a "stalking horse" bid, a joint cross-border auction process, and the November 2009 sale of Barzel's assets to affiliates of Metco Industries for US$75 million.		2009
			Acted for Northleaf Capital Partners in the transition from an operationally independent TD Bank subsidiary to a fully independent global private equity investment firm. Northleaf's predecessor, TD Capital Private Equity Investors, was the private equity fund of funds and co-investment arm of TD Bank Financial Group, one of North America's leading financial institutions.		2009
			Acted for Onex Corporation and Celestica Inc. in the $113.3 million sale by Onex and certain of its affiliates of 11 million Celestica subordinate voting shares to a syndicate of underwriters led by the CIBC World Markets Inc.		2009
			Acted for The Cadillac Fairview Corporation Limited with respect to its purchase of a 49% interest in the Queens Center Mall in New York City from The Macerich Company in a deal valued at approximately US$150 million.		2009
			Acted for Glencore Finance (Bermuda) Limited in connection with a US$250 million backstopped rights offering by Katanga Mining Limited, qualified by way of a short form prospectus filed in each of the provinces and territories of Canada.		2009
			Acted for ING Groep N.V. in the sale of its entire 70% stake in ING Canada Inc. through a public offering and a concurrent private placement of shares of ING Canada for gross proceeds of $2.2 billion.		2009
			Acted for Rogers Communications Inc. in its US$1.75 billion underwritten public offering of debt securities, consisting of US$1.40 billion aggregate principal amount of 6.80% senior notes due 2018 and US$350 million aggregate principal amount of 7.50% senior notes due 2038, made in the United States pursuant to the Multi-jurisdictional Disclosure System.		2008
			Acted for Jinchuan Group Ltd., a Chinese state-controlled corporation and the largest producer of cobalt, nickel and platinum group metals in China, in its $214 million all cash takeover bid for Tyler Resources Inc.		2008
			Acted for Callisto Capital LP and the other selling shareholders in the sale of Maxxam Analytics International Corporation to OMERS Capital Partners.		2008
			Acted for TPG Partners V LP in connection with Competition Act and Investment Canada Act matters relating to its acquisition of Axcan Pharma Inc. in an all-cash transaction valued at US$1.3 billion.		2008
			Acted for Barzel Industries Inc. (formerly Symmetry Holdings Inc.) in its acquisition of Novamerican Steel Inc. for a purchase price of US$585 million. This transaction was only the second time that a US special purpose acquisition company (SPAC) acquired a US public company.		2007
			Acted for Xstrata plc in connection with its 144A US$500 million offering of 6.9% notes due 2037. The notes were offered by Xstrata Finance (Canada) Ltd., a subsidiary of Xstrata and guaranteed by Xstrata and certain of its subsidiaries.		2007
			Acted for Xstrata plc in connection with the establishment of its US$6.0 billion Euro Medium Term Note Programme.		2007
			Acted for private equity fund EdgeStone Capital Equity Fund III, L.P. in its acquisition and subsequent divestiture of an equity interest in Motion Picture Distribution LP, the former motion picture distribution arm of Alliance Atlantis Communications Inc.		2007
			Acted for private equity fund EdgeStone Capital Equity Fund III, LP in its $70 million negotiated takeover bid for Stephenson's Rental Services Income Fund.		2007
			Acted for the Special Committee of Dynatec Corporation in the negotiated sale of Dynatec to Sherritt International Corporation by way of a share exchange plan of arrangement in a transaction valued at $1.6 billion.		2007
			Acted as Canadian counsel for Reuters Group plc in its dual listed company merger with The Thomson Corporation to create Thomson-Reuters in a transaction valued at US$17.6 billion, creating the first Canadian dual listed company structure.		2007
			Acted for Global Alumina Corporation in connection with the formation of a joint venture with BHP Billiton, Dubai Aluminium Company and Mudabala Development Company for the development of an alumina mining and refinery project in the Republic of Guinea.		2007
			Acted for Onex Corporation on financing matters in connection with Onex's acquisition of Eastman Kodak Company's Health Group, renamed Carestream Health, Inc., in a transaction valued at US$2.35 billion.		2007
			Acted for Agnico-Eagle Mines Limited in its negotiated share exchange takeover bid for Cumberland Resources Ltd. valued at $710 million.		2007
			Acted for Onex Corporation on Canadian tax matters in connection with the attempted takeover of Australia's largest airline carrier, Qantas, by a consortium including Onex in a transaction valued at $10.2 billion that would have given Onex 12.5% of the airline.		2006
			Acted for Xstrata plc in connection with its US$2.25 billion 144A note offering.		2006
			Acted for Xstrata plc in its unsolicited takeover bid for Falconbridge Ltd. valuing Falconbridge at $24.1 billion. At the time of announcement, this transaction was the largest unsolicited takeover bid ever made in the global mining sector and its successful completion made Xstrata the world's fifth-largest mining company.		2006
			Acted for Tim Hortons Inc. in its spin-off from Wendy's International, Inc. valued at $4.6 billion.		2006
			Acted as special counsel to Tim Hortons Inc. in its $900 million initial public offering by Wendy's International, Inc. on the TSX in Canada and the NYSE in the United States.		2006
			Acted for private equity firm EdgeStone Capital Partners in the sale of the firm to GMP Capital Trust for $152 million in cash and units.		2006
			Acted for Oncap in connection with the establishment of Oncap II, a $575 million private equity fund focused on investing in small and medium sized businesses in North America. Oncap is the private, mid-market private equity fund of Onex Corporation.		2006
			Acted for Trizec Canada Inc. and as Canadian counsel to Trizec Properties, Inc., one of the largest publicly traded REITs in the United States (and 38% owned by Trizec Canada), in their strategic auction, ultimately culminating in Brookfield Properties Corporation acquiring Trizec Canada in an all cash plan of arrangement and Trizec Properties in a parallel US cash-out merger. The combined transaction was valued at US$8.9 billion.		2006
			Acted for EdgeStone Capital Partners in the establishment of EdgeStone Capital Equity Fund III, an $800 million private equity fund.		2006
			Acted for Global Alumina Corporation in connection with the establishment of interim credit facilities in the amount of US$100 million.		2006
			Acted for two separate syndicates of underwriters co-led in Canada by BMO Nesbitt Burns and TD Securities Inc. and in the U.S. by J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated in private placement offerings by Molson Coors Capital Finance ULC of $900 million 5.00% senior notes due 2015 in Canada and US$300 million 4.85% senior notes due 2010 in the United States. The senior notes issued in Canada were subsequently exchanged for 5.00% senior notes due 2015 of Molson Coors Capital Finance qualified by a Canadian prospectus filed under the northbound Multi-jurisdictional Disclosure System.		2005
			Acted as Canadian counsel to Shoreview Capital Partners on its acquisition of Paradigm Electronics Inc. in a transaction valued at approximately US$60 million.		2005
			Acted for Onex Corporation, which owned Mid-Western Aircraft Systems, which acquired the Wichita/Tulsa divisions of Boeing Commercial Airplanes in a transaction valued at $1.5 billion.		2005
			Acted for Rogers Sugar Income Fund in its public offering of $50 million principal amount of 6.00% convertible unsecured subordinated debentures.		2005
			Acted for an affiliate of Bain Capital in the sale of its interests in Advertising Directory Solutions Inc. for a purchase price of approximately $2.55 billion.		2005
			Viking Air Limited acquired exclusive rights to manufacture and distribute spare parts for the de Havilland fleet of heritage aircraft from Bombardier Inc. in connection with the acquisition of certain assets of Bombardier's Commercial Service Centre (CSC). The acquisition also involves the transfer of sales, customer service and support systems for the DHC-1 through DHC-7 models of aircraft—the Chipmunk, Beaver, Otter, Caribou, Buffalo, Twin Otter and DASH 7—from CSC to Viking.		2005
			Acted for an affiliate of Bain Capital in connection with the purchase of Verizon Communications Inc.'s directory operations, SuperPages Canada, in a transaction valued at $1.985 billion.		2004
			Public offering in the United States and concurrent private placement in Canada of US$500 million aggregate principal amount of 7 7/8% senior subordinated notes.		2004
			Acted as counsel to the successful Access Health Abbotsford Ltd. ("AHA") consortium (sponsored by ABN Amro, and including PCL Constructors and Johnson Controls) which entered into a long-term concession agreement for the design, construction, financing, operation and maintenance of this major British Columbia hospital and cancer centre facility. This project was the first hospital project completed under the PPP model in the Province of British Columbia, and was awarded the Project Finance 2004 North American Infrastructure Deal of the Year.		2004
			Acted for CML Healthcare Inc. in its $1.25 billion plan of arrangement that resulted in the creation of two new entities, CML Healthcare Income Fund, an income trust owning CML's diagnostic services business, and Cipher Pharmaceuticals Inc., a pharmaceutical corporation owning CML's drug development and pharmaceutical research business. As part of the arrangement, CML also entered into new credit facilities in the amount of $200 million with a syndicate of lenders.		2004
			$369 million secondary offering of units of CML Healthcare Income Fund.		2004
			Rogers Wireless Inc. a wholly owned subsidiary of Rogers Wireless Communications Inc. completed a private placement in an aggregate principal amount of approximately U.S.$2.356 billion. The private placement consisted of C$460 million 7.625 per cent senior (secured) notes due 2011, US$550 million floating rate senior (secured) notes due 2010, US$470 million 7.25 per cent senior (secured) notes due 2012, US$550 million 7.50 per cent senior (secured) notes due 2015 and US$400 million 8.00 per cent senior subordinated notes due 2012. Davies represented the initial purchasers.		2004