Acted for Northleaf Capital Partners in the formation of Northleaf Chorus Investors LP, a co-investment vehicle formed to invest alongside Northleaf’s private credit funds in certain music rights and music publishing rights.
Acting for Barrick Gold Corporation in the US$1.1-billion sale of its 50% interest in the Donlin Gold Project in Alaska to affiliates of Paulson Advisers LLC and NOVAGOLD Resources Inc., with an option for NOVAGOLD to purchase related debt.
Acted for a syndicate of lenders comprised of CIBC Capital Markets, National Bank, Desjardins, ATB Financial and Rabobank with the establishment of a $300-million revolving corporate credit facility for BluEarth Renewables.
Acted for Canada Growth Fund Inc. in leading the US$55-million convertible debt financing of dcbel Inc., a Montréal-based smart home energy platform company.
Acting for Maple Leaf Foods Inc., as well as several current and former executives of the company, in complex litigation pending before the Ontario Superior Court of Justice against Grupo Bimbo S.A.B. de C.V. and Canada Bread Company, Ltd. involving claims of more than C$2.2 billion arising from the 2014 sale of Canada Bread to Grupo Bimbo, as well as allegations concerning price-fixing in the bread industry in Canada.
Acted for Mantle Ridge LP in its successful proxy contest against Air Products and Chemicals Inc., resulting in the election of three new directors to the board and the appointment of a new CEO.
Acted for Rogers Communications Inc. in the successful completion of three separate but concurrent consent solicitations for the requisite consent from holders of each of its 18 series of Canadian dollar senior notes (C$13.75 billion aggregate principal amount) and 16 series of U.S. dollar senior notes (US$15.5 billion aggregate principal amount) to amend the governing indentures.
Acting as Canadian competition counsel to Novolex in its US$6.7-billion business combination with Pactiv Evergreen Inc. to create a leading manufacturer in food and beverage packaging in North America.
Acted for RFNow, a portfolio company of CVC DIF, in connection with the establishment of credit facilities provided by a syndicate of lenders led by National Bank of Canada and Canadian Imperial Bank of Commerce.
Acting for New Gold Inc. in its US$300-million acquisition of the remaining 19.9% free cash flow royalty interest in New Afton Mine from Ontario Teachers’ Pension Plan, consolidating New Gold’s ownership to 100%.
Acted for Hydrostor Inc., a leading developer and operator of long duration energy storage systems, in securing a US$150 million convertible note financing commitment from Canada Growth Fund Inc. ("CGF"), Goldman Sachs Alternatives, and Canada Pension Plan Investment Board and an additional US$50 million convertible development expenditure loan facility from CGF.
Successfully represented StarKist Company and Dongwon Industries Company Limited in class action proceedings commenced in Ontario alleging anti-competitive behaviour in the market for canned tuna. Davies successfully defeated certification in the Ontario Superior Court and that decision was upheld by the Court of Appeal for Ontario and the Supreme Court of Canada.
Acted for Toromont Industries Ltd. in its C$300-million private placement of 3.76% senior unsecured notes due 2030.
Acted for Fonds de solidarité des travailleurs et des travailleuses du Québec (FSTQ) with respect to its investment in Namakor Fund I Canada LP, a private equity firm focused on mid-market manufacturing Québec companies and business succession.
Acted for Tractor Supply Company with its acquisition of certain intellectual property assets from Peavey Industries LP through a stalking horse bid under the Companies’ Creditors Arrangement Act.
Acted for Metropolitan Life Insurance Company, BMO Nesbitt Burns Inc. and BofA Securities in the Canadian private placement of C$250-million of senior unsecured floating rate notes due 2028 by Metropolitan Life Global Funding I, a special purpose statutory trust organized under Delaware law, secured by funding agreements issued by Metropolitan Life Insurance Company.
Acted for Industrial Biomass Group in its acquisition of the property, assets and undertaking of Great Northern Timber Inc. and related entities, pursuant to a sale proceeding conducted under the Companies’ Creditors Arrangement Act.
Acted for Novacap Management Inc. in the formation of US$1-billion Novacap Digital Infrastructure Fund I, L.P., first fund dedicated to digital infrastructure.
Acting for Manitoba Liquor & Lotteries Corp., a member of the Canadian Lottery Coalition, in the first-of-its-kind litigation seeking to bar offshore online gambling site Bodog from operating or advertising in the province.
Acted for Amzak Health and Lumira Ventures in connection with a US$16.5-million Series A funding round for Sound Blade Medical Inc., a medical device company developing handheld ultrasound-guided histotripsy technology.
Acted for Patriot Battery Metals, a lithium exploration and development company, in the C$69-million strategic investment, offtake and strategic partnership with Volkswagen and PowerCo, to supply Volkswagen’s battery subsidiary PowerCo's battery cell production activities in Europe and North America.
Acting for Knight Therapeutics Inc. in its C$120-million acquisition of substantially all of the assets of Paladin Pharma Inc. to expand its Canadian business.
Acted for RBC Dominion Securities Inc. and RBC Capital Markets, LLC on the US$900-million cross-border secondary offering of subordinate voting shares of GFL Environmental Inc., where certain of the offered shares were repurchased for cancelation by GFL.
Acted for Northleaf Capital Partners in connection with the formation of Northleaf Private Credit III, a closed-end credit fund focused on mid-market corporate direct lending and asset-based specialty finance investments.
Advising a large optical products retailer on general privacy and compliance matters as well as its response to a ransomware incident and related investigation with cross-border implications.
Acted for Fortis Inc. in its C$600-million offering by private placement of 4.090% senior unsecured notes due March 26, 2032.
Acting for AvalonBay Communities, the largest publicly traded multifamily housing real estate investment trust in the United States, in its acquisition of eight apartment communities from BSR Real Estate Investment Trust for aggregate consideration valued at US$618.5 million.
Acted for Russel Metals Inc. in its C$300-million private placement of 4.423% senior unsecured notes due 2030.
Acting for Hydro-Québec, Innergex Renewable Energy Inc.’s largest shareholder, in connection with Innergex's take-private transaction with Caisse de dépôt et placement du Québec.
Acting for a pharmaceutical company in responding to cybersecurity incidents, including an incident caused by a third-party supplier.
Acted as Canadian counsel for New Gold Inc. in the C$400-million private placement offering of high yield notes.
Acting as Canadian counsel to Bain Capital, a leading global private investment firm, in its US$3.3 billion acquisition of Mitsubishi Tanabe Pharma Corporation, a Japanese pharmaceutical company.
Acted for a syndicate of agents co-led by RBC Dominion Securities Inc. and BMO Nesbitt Burns Inc. in the C$350-million public offering of medium-term notes by 407 International Inc.
Acting for Velan Inc. in the proposed US$143-million divestiture of its asbestos-related liabilities to an affiliate of Global Risk Capital LLC.
Acting for Velan Inc. in the proposed sale of its French subsidiaries, Segault SAS and Velan S.A.S., to Framatome SAS for total proceeds of €192.5 million.
Acted for the syndicate of underwriters, co-led by BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and RBC Dominion Securities Inc., in the Government of Canada’s offering of Series C Green Bonds in the principal amount of C$2-billion.
Acted for Rogers Sugar Inc. with the issuance, on a bought deal basis, of C$115-million aggregate principal amount of convertible unsecured subordinated debentures, including the full exercise of the over-allotment option by the underwriters.
Acting for SPS Commerce, Inc. in its US$210-million acquisition of Carbon6 Technologies Inc., a provider of software tools to Amazon sellers.
Acted for Wexford Capital LP, the largest shareholder of Mako Mining Corp., in connection with Wexford’s acquisition of Golden Vertex Corp., the owner and operator of the Moss gold mine in Arizona, through a Companies’ Creditors Arrangement Act insolvency proceeding in Canada and related Chapter 15 proceeding in the United States, and its subsequent sale of Golden Vertex to Mako.
Acted as Canadian counsel for Rogers Communications Inc. in a US$2.1-billion U.S. public offering of two series of fixed-to-fixed rate subordinated notes registered via the multi-jurisdictional disclosure system.
Acted for PinAcle Stainless Steel Inc., as leading Canadian stocking distributor of stainless steel industrial plumbing supplies and fluid handling products, in its sale to Groupe Deschênes Inc.
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. with the offering by CDP Financial of US$1.5-billion of Series 22 notes due 2030 under its Senior Notes Program.
Acted for Birch Hill Equity Partners as to the arrangements between Birch Hill and its co-investors, and the establishment of the related investment vehicle, for Birch Hill's C$1.2-billion joint take-private acquisition with Homesteaders Life Company of Park Lawn Corporation, a Canadian-owned funeral, cremation and cemetery provider.
Acting for Dollarama L.P. with its acquisition of lands in the Calgary metropolitan region, Alberta for a total cash consideration of C$46,700,000. Such lands will be used to build a warehouse and second distribution centre to service stores in Western Canada. The construction of the logistics hub, excluding land acquisition costs, is currently anticipated to require total capital expenditures of approximately C$450,000,000.
Acted as tax counsel to ALT 5 Sigma Inc., a leading next generation blockchain financial technology provider, in its acquisition by JanOne Inc.
Acting for Stonehouse Capital Management in connection with Stonehouse’s successful engagement with D-Box Technologies Inc. for board change.
Successfully represented Russell Martin and Joshua Donaldson, former Toronto Blue Jays players, in their tax disputes before the Tax Court of Canada against the Canada Revenue Agency. The case centered on the correct computation of their income earned in Canada under the Income Tax Act, specifically the proper allocation of employer contributions to Retirement Compensation Arrangements and their exclusion from taxable Canadian-source income.
Acted for Claridge IC Properties 4, Limited Partnership with the acquisition, in a joint venture with Colonnade Bridgeport, of a property in the City of Ottawa, for the purposes of the development of a residential project comprising approximately 127 rental units.
Acted for AirBoss of America Corp. in connection with the refinancing of its senior secured credit facilities with a new US$125 million asset-based lending revolving facility provided by a syndicate of lenders led by The Toronto-Dominion Bank and Canadian Imperial Bank of Commerce and a US$55 million term loan facility provided by Great Rock Capital Partners.
Acted for Cominar Real Estate Investment Trust with the sale of a property located at 975 St-Joseph Blvd. in Gatineau, Québec, to the City of Gatineau.
Acted for Glencore Canada Corporation in its dispute before the Tax Court of Canada and Federal Court of Appeal with respect to the tax treatment of break fees.
Acted for a high-net work client in the successful resolution of their dispute with the Canada Revenue Agency relating to the fair market value rental fee of high value artwork.
Acting for Whitefort Capital Management, LP in its shareholder engagement with Arbutus Biopharma Corporation regarding strategic direction and capital allocation.
Acting for a U.S. public company in responding to a ransomware attack with cross-border implications.
Acted for Xplore Inc., a leading provider of high-speed broadband services to Canadians in rural communities, in connection with a comprehensive recapitalization that included more that $1.6 billion of new funding being committed to Xplore’s fibre-to-the-home network roll-out by private debt and equity providers and under federal and provincial government broadband programs.
Acted for Canada Pension Plan Investment Board, as selling unitholder, in connection with an aggregate $75 million public treasury and secondary offering of Primaris REIT units. The units sold by CPPIB were acquired on the exchange of $50 million aggregate face value of 6.25% preferred units exchangeable into Primaris REIT units that were received as consideration in connection with the sale of its 50% interest in the Les Galeries de le Capitale mall in Quebec City to a subsidiary of Primaris REIT.
Acting for Business Development Bank of Canada with the CCAA restructuring of Elna Medical Group, a Québec-based medical clinic consolidator and operator comprising more than 100 clinics and points of care in five provinces.
Acted for Golden Ventures in connection with the formation of its fifth fund, Golden Ventures V, a leading seed-stage venture capital fund investing across North America.
Acting on a pro bono basis for the British Columbia Civil Liberties Association as intervener before the Supreme Court of Canada in John Howard Society of Saskatchewan v. Saskatchewan (Attorney General), a constitutional challenge of certain provisions applicable to the adjudication of disciplinary offences in Saskatchewan correctional facilities.
Acted for Oxford Properties Group and Canada Pension Plan Investment Board in its C$325-million sale of Les Galeries de le Capitale, a super regional enclosed shopping centre located in Quebec City, to Primaris Real Estate Investment Trust.
Acted for Oxford Properties Group and Canada Pension Plan Investment Board with the negotiation of sale and purchase agreement, disclosure schedules and terms and conditions of employment in connection with the C$325-million sale of Les Galeries de le Capitale, a super regional enclosed shopping centre located in Quebec City, to Primaris Real Estate Investment Trust.
Advising Earth Alive Clean Technologies Inc. (TSXV: EAC) with its restructuring under the Bankruptcy and Insolvency Act.
Acted for U.S. activist shareholder Engine Capital LP in connection with its successful proxy contest at Dye & Durham Limited, a TSX-listed global provider of legal software and technology solutions, resulting in the election of Engine’s entire slate of six directors to the seven-person board and the resignation of the incumbent CEO.
Acted for a public company in defence of a proposed securities class action alleging misrepresentations contrary to the Securities Act (Ontario) in connection with government contracting and the importation of goods.
Acting for LBC Capital inc. in Chrono Aviation's restructuring under the Companies’ Creditors Arrangement Act proceeding.
Acted for Ivanhoé Cambridge (IC-CDPQ) in the joint venture and development of Tour Frontenac, comprising of 88 residential units, located at Place Laurier Québec, between IC-CDPQ and its partner Douville, Moffet & Associés Inc (DMA). The creation of this partnership and residential development project builds on the grounds of Place Laurier Québec.
Acted for a leading cinema operator in its successful tax dispute with the Canada Revenue Agency in connection with the treatment of the sale of a movie theatre as a capital versus income gain.
Acted for Russel Metals Inc. in the establishment of a $600 million credit facility.
Acted for ArcTern Ventures in the formation of its third flagship fund, ArcTern Ventures Fund III, a US$335 million venture capital fund focused on climate technology companies around the world.
Acted for Camac Partners, LLC in connection with its shareholder engagement with Rocky Mountain Liquor Inc. regarding board composition, governance and strategic matters, which culminated in an agreement to appoint two of Camac’s nominees to the Rocky Mountain board.
Acted for PSP Investments in the sale of its interest in an industrial property located at 7900 Airport Road in Brampton, Ontario, to Unilever Canada Inc.
Acted for BrandProject in connection with the formation of BrandProject Capital Fund II LP, an early-stage venture capital fund focused on making investments in next generation consumer product, service, and technology companies across North America.
Acted for Saline Investments Ltd. in successfully defending against enforcement proceedings commenced by the Ontario Securities Commission alleging violations of the Securities Act (Ontario) in respect of certain short selling and securities lending transactions. This decision was named one of the top 10 business decisions of 2024 by Law360 Canada.
Acted for Southwest Critical Minerals LLC, an affiliate of Kinterra Capital Corp., in its US$128-million acquisition of substantially all of the assets of Nevada Copper Corp., through a stalking horse bid in the sale process under Chapter 11 of the U.S. Bankruptcy Code which was recognized in Canada under the CCAA.
Acted for Knights Therapeutics Inc., as licensee of Antibe Therapeutics Inc., in Antibe’s restructuring under the Companies’ Creditors Arrangement Act and receivership proceedings.
Acted for Canada Infrastructure Bank in its financing of HTEC Hydrogen Technology & Energy Corporation to construct and operate a hydrogen liquefaction facility in Vancouver, British Columbia, as well as three gaseous hydrogen production facilities in Burnaby, Nanaimo and Prince George, in addition to construction and operation of 20 hydrogen fueling stations in Western Canada.
Acted for MacKinnon, Bennett & Co. in the formation of MKB Partners Fund III, a private equity fund that invests in the energy, mobility, built environment and related industrial sectors of the energy transition.
Acted for Claridge IC Properties 4, Limited Partnership with the acquisition, in a joint venture with Endevco and Palomino, of a property in the City of Gatineau, and its related acquisition financing, for the purposes of the development of a residential project comprising approximately 298 rental units and ancillary commercial space.
Acted for The Canada Life Assurance Company and its affiliates in connection with the refinancing of the 49.9 MW Ashlu Creek run-of-river hydroelectric power generating plant owned by Innergex Renewable Energy Inc. The facility is located approximately 35 kilometres northwest of Squamish, British Columbia, on Ashlu Creek, a tributary of the Squamish River. All of the power generated at Ashlu Creek is covered by a 30-year power purchase agreement with BC Hydro, which will expire in 2039.
Defending Google LLC and Google Canada Corporation in an application launched by the Commissioner of Competition before the Competition Tribunal in late November 2024 concerning allegations of abuse of dominance in the digital display advertising technology, or "ad tech", industry. In the application, the Commissioner seeks, among other things, an order requiring Google to divest significant assets as well as potentially compelling the payment by both companies of administrative monetary penalties of up to 3% of their worldwide gross revenues.
Acting for Carbonleo Real Estate Inc. in connection with the Quartier Royalmount major mixed-use development project at the intersection of Highways 15 and 40 in Town of Mount Royal, in Montréal.
Acted for Knight Therapeutics in the establishment of an exclusive supply and distribution agreement with Ironshore Therapuetics Inc, granting Knight the rights to seek regulatory approval and commercialize JORNAY PM® in Canada and Latin America.
Acted for Alfar Capital Partners in the formation and fundraising of its second private equity fund, Alfar Capital Partners II, L.P., that invests in a diversified portfolio of companies in various business sectors in the Provinces of Québec and Ontario.
Successfully defended Continental Casualty Company (CNA) in the Ontario Superior Court of Justice in a class action in which billions of dollars of claims were asserted by or on behalf of thousands of businesses throughout Canada for business interruption coverage arising from the COVID-19 pandemic. This matter was decided by a Justice of the Commercial List in early June 2023 in favour of CNA and other insurers following a multi-week common issues trial. This is the first case to determine authoritatively at trial in Canada that the SARS-CoV-2 virus does not cause “physical loss or damage to property”, and that mere loss of use of property resulting from the COVID-19 pandemic does not trigger coverage under ordinary commercial property insurance policies. This decision was named one of the top 10 business decisions of 2024 by Law360 Canada.
Acted for York Energy Centre LP in connection with the refinancing of its existing credit facilities with new letter of credit and term loan facilities. The nominal 456 MW York Energy Centre (YEC) is located northwest of Newmarket, Ontario in the Township of King. The facility is jointly owned in a 50/50 partnership between Capital Power Corporation and The Manufacturers Life Insurance Company. It is operated by Capital Power. The facility is fully contracted with the Ontario Independent Electricity System Operator until 2035.
Acting for The Body Shop Canada Limited Inc. with its restructuring under the Companies' Creditors Arrangement Act. Following court approval, the business was sold to Serruya Private Equity Inc. The restructuring process will see the continuation of 59 stores and preserve over 500 jobs, while closing the remaining locations as part of the transition.
Acted for funds affiliated with Viking Global Investors LP in connection with Valsoft Corporation Inc.'s note issuance in an initial aggregate amount of US$170-million to Coatue Management and funds affiliated with Viking Global Investors LP.
Acted for PSP Investments with the establishment of its new wholly-owned subsidiary, Canada Growth Fund Investment Management Inc., and the negotiations with the Government of Canada and Canada Development Investment Corporation in connection with the management of the newly-established $15-billion Canada Growth Fund.
Acting as co-counsel to Allstate Insurance Company of Canada in defence of a class action seeking statutory overtime, vacation and holiday pay on behalf of thousands of current and former Allstate employees.
Acted for Mastermind Toys in its proceedings under the Companies' Creditors Arrangement Act, which included liquidating 18 stores and the sale of majority of its locations to Mastermind Toys Inc., a subsidiary of Unity Acquisitions Inc.
Acted for the selected consortium formed by Plenary Americas, Phoenix Infrastructure Group and EllisDon Capital for the design, build, finance and maintenance of eight new schools as a part of the second phase of the Blueprint Schools program in Prince George County, Maryland.
Acting for CrossingBridge Advisors, LLC in Tacora Resources Inc.'s proceedings pursuant to the Companies' Creditors Arrangement Act.
Acted for Newmont Mining Corporation, Fronteer Gold Inc. and its founder Mark O’Dea in a successful defence against a claim for over C$1.2 billion in damages and other relief asserted by Jacqui Safra and his holding company, NWG Investments Inc. Safra alleged fraud and misrepresentation concerning a transaction in which Fronteer acquired a mineral exploration company he founded and controlled. Safra’s claim was commenced after the newly formed Government of Nunatsiavut imposed a moratorium on uranium mining in April 2008. Justice Steele of the Superior Court of Ontario dismissed the claim on the grounds of delay in August 2023. Mr. Safra’s appeal from the decision of Justice Steele was dismissed from the bench by the Court of Appeal for Ontario in May 2024.
Acting for FTI Consulting Canada Inc. in its capacity as the neutral, court-appointed monitor of Imperial Tobacco Canada Limited and its affiliates in proceedings under the Companies’ Creditors Arrangement Act and Chapter 15 of the U.S. Bankruptcy Code involving a historic C$32.5-billion plan of compromise and arrangement to settle tobacco-related liabilities.
Acted for Potentia Renewables Inc. and its affiliates in a contractual dispute with the Independent Electricity System Operator (IESO) regarding Potentia's right to optimize solar projects.
Acted for SkyLink Guideway Partners, a consortium consisting of Dragados Canada, Inc. and Ledcor Investments Inc., in their successful bid to design, build and finance the Surrey Langley SkyTrain Project – Guideway Contract in British Columbia.
Acted for Maryland and Energy Impact Partners, a Plenary Americas-led consortium including Kiewit Development Company, Kiewit Power Constructors, Honeywell International, in its winning bid to design, build, finance, operate and maintain the NextGen Energy Program, a district energy system for the University of Maryland.
Acted for Rogers Communications Inc. in a C$1-billion Canadian private placement of fixed-to-fixed rate subordinated notes.
Acted for a global supplier of medical devices in responding to a ransomware incident.
Acting for the debtor in a confidential restructuring and wind down involving three separate agricultural companies across Canada and the U.S. with combined annual revenue in excess of $50 million.
