Davies

Richard Fridman

Richard is a partner in the Mergers & Acquisitions, Capital Markets and Corporate/Commercial practices and a member of the firm's Mining practice group. He has a broad range of experience in all aspects of M&A, representing clients in both friendly and unsolicited public acquisition transactions as well as private acquisitions and dispositions of businesses and individual assets.

Richard has worked extensively with clients in the mining sector, as well as in transactions in the energy, oil and gas, technology and financial services industries. He has considerable experience representing clients in connection with raising public and private financing, going private transactions and corporate reorganizations. Richard also advises boards of public companies and helps them navigate the ever-changing corporate governance landscape.

Before joining the firm, Richard worked as a management consultant at a leading international consulting firm where he carried out assignments in Canada, the United States and Europe. He also clerked with the Honourable Mr. Justice Charles D. Gonthier of the Supreme Court of Canada in 1998. In 2011, Richard was selected as a top lawyer under 40 in the Lexpert® “Rising Stars: Leading Lawyers Under 40".

Representative Work

  • Acted as counsel to Fortis Inc. in connection with the financing of its US$4.5-billion acquisition of UNS Energy Corporation which includes a cash purchase price of US$2.5 billion. Davies advised Fortis on its $2.0-billion non-revolving acquisition term credit facilities and its $1.8-billion offering of convertible subordinated debentures represented by instalment receipts. The offering consisted of a bought deal public offering of approximately $1.6 billion and a concurrent private placement of approximately $200 million.

  • Acted for Sandspring Resources Ltd. in connection with an early deposit gold stream transaction pursuant to which Sandspring agreed to sell 10% of the life-of-mine gold production from its Toroparu project located in Guyana, South America, to a subsidiary of Silver Wheaton Corp. in exchange for an up-front US$148.5-million cash deposit plus an ongoing production payment of the lesser of the market price and US$400 per payable ounce of gold.

  • Acted for Barrick Gold Corporation in connection with its auction process and subsequent sale to Franco-Nevada Corporation of a portfolio of royalties located in various jurisdictions in North America, South America and Australia.

  • Acted for Fortis Inc. in its $601 million bought deal public offering of subscription receipts. The net proceeds were used to finance a portion of the acquisition of CH Energy Group, Inc., a New York-based regulated transmission and distribution utility.

  • Acted for Hebei Iron & Steel Group Co., Ltd. in connection with its strategic investment in Alderon Iron Ore Corp. and its Kami iron ore project.

  • Acted for the Special Committee of MOSAID Technologies Incorporated in connection with its successful defense 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.

  • 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.

  • Acted for Fronteer Gold Inc. in connection with its $2.3-billion acquisition by Newmont Mining Corporation. The transaction was structured as a plan of arrangement providing for cash consideration and the spin off of shares of Pilot Gold Inc., a new TSX-listed company holding exploration assets, to the former shareholders of Fronteer Gold.

  • Acted for Fronteer Gold Inc. in connection with the $260-million sale of the uranium assets of Aurora Energy Resources Inc., a wholly owned subsidiary of Fronteer Gold, to Paladin Energy Ltd.

  • Acted for an agency syndicate led by BMO Nesbitt Burns Inc. in connection with offerings of medium term notes of Greater Toronto Airports Authority pursuant to shelf prospectuses filed in each of 2008 and 2010. Issuances of notes in the amount of $825 million, $600 million, $400 million and $600 million have been completed in each of 2008, 2009, 2010 and 2011, respectively, pursuant to this program.

  • Acted for Fortis Inc. in its $250-million bought deal public offering of cumulative redeemable five-year rate reset first preference shares.

  • Acted for Barrick Gold Corporation in connection with the private placement by its affiliate of US$1.25 billion of notes maturing in 2020 and 2039, each guaranteed by Barrick, and the subsequent exchange of such notes for registered securities.

  • Acted for the Special Committee of West Timmins Mining Inc. in connection with the $319-million acquisition of West Timmins by Lake Shore Gold Corp. effected through a share exchange plan of arrangement.

  • Acted for Barrick Gold Corporation and its wholly owned subsidiaries in connection with its US$1.25-billion public offering of debt securities due 2013, 2018 and 2038.

  • Acted for Merrill Lynch Canada Finance Company in its renewal of its $5-billion medium term note program.

  • Acted for the Special Committee of Creststreet Power & Income Fund LP in connection with its strategic alternatives review process which culminated in the $121.6-million sale of its windpower subsidiaries to an affiliate of FPL Energy, LLC and the distribution of its net assets to unitholders.

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Recognition

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  • Named one of the 2011 Lexpert® Rising Stars: Leading Lawyers Under 40.

Professional Affiliations

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Canadian Bar Association

New York State Bar Association

Board Memberships

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Community Involvement

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Teaching Engagements

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Speaking Engagements

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Articles and Publications

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Richard co-authored the articles entitled "Unsolicited Takeover Bids: Defensive Strategies" and "When No Means Maybe: The State of the 'Just Say No' Defense in Canada" published in the Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada.

Richrad Fridman
Richard Fridman
Partner
Office:
Toronto
Tel:
416.367.7483
Email:
rfridman@dwpv.com
Bar Admissions:

Ontario, 2002

New York, 2000

Québec, 1997

Education:

New York University, LL.M. (U.S. Corporate Law), 1999

University of Ottawa, LL.B. and LL.L. (gold medallist), 1997