Andrew Ellis

Partner

Andrew Ellis

Andrew Ellis

Partner

Expertise
Bar Admissions
  • Ontario, 2013

Canadian and international clients rely on Andrew to identify and resolve critical tax aspects of their deals.

Andrew advises clients on the tax aspects of cross-border and domestic mergers and acquisitions, investments, financings and reorganizations. A trusted advisor to leading corporations, he develops creative structures that support their growth. Clients from diverse industry sectors – including technology, telecommunications, pharmaceuticals, construction, real estate, energy, pulp and paper and manufacturing – value Andrew for his practical advice and business acumen.

Andrew teaches the tax component of the Advanced Business Law Workshop on mergers and acquisitions at Osgoode Hall Law School.

Andrew Ellis

Partner

Canadian and international clients rely on Andrew to identify and resolve critical tax aspects of their deals.

Andrew advises clients on the tax aspects of cross-border and domestic mergers and acquisitions, investments, financings and reorganizations. A trusted advisor to leading corporations, he develops creative structures that support their growth. Clients from diverse industry sectors – including technology, telecommunications, pharmaceuticals, construction, real estate, energy, pulp and paper and manufacturing – value Andrew for his practical advice and business acumen.

Andrew teaches the tax component of the Advanced Business Law Workshop on mergers and acquisitions at Osgoode Hall Law School.

Atlas Holdings, LLC

Acting for Atlas Holdings in its US$120-million acquisition of West Fraser Timber Co. Ltd.'s Quesnel River pulp mill in British Columbia and Slave Lake pulp mill in Alberta.

Atlas Holdings LLC

Acted for Atlas Holdings LLC in its acquisition of Resolute FP Canada Inc.'s pulp, newsprint, and directory paper mill operations in Thunder Bay, Ontario. 

OMERS Capital Markets

Acted for OMERS Capital Markets in its US$500-million acquisition of 30% of Ultragenyx Pharmaceutical Inc.'s royalty interest from Kyowa Kirin Co., Ltd. on the future sales of Crysvitar (burosumab) in the United States and Canada.

Aecon Group Inc.

Acted for Aecon Group Inc. in the sale of its Aecon Transportation East roadbuilding, aggregates and materials business in Ontario to Green Infrastructure Partners Inc. for C$235 million in cash.

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.

Tegus

Acted for Tegus, a leading research platform for investors, with its acquisition of Canalyst, a provider of data and analytics on listed companies.

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 $26 billion, including debt, representing a significant premium for Shaw's shareholders.

Generac Holdings Inc.

Acted as Canadian counsel to Generac Holdings Inc., a leading energy technology company, in its US$770-million acquisition of ecobee Inc., a leader in sustainable smart home solutions.

Hydrostor Inc.

Acted for Hydrostor Inc., a developer of Advanced Compressed Air Energy Storage (A-CAES) projects, in securing a US$250-million preferred equity financing commitment from Goldman Sachs Asset Management - one of the largest investments in the emerging long-duration energy storage sector.

Lakeside Book Company

Acted for Lakeside Book Company, a portfolio company of Atlas Holdings, in its acquisition of Marquis Books.

AutoCanada Inc.

Acted for AutoCanada Inc. in its C$100-million substantial issuer bid by “modified Dutch auction” pursuant to which AutoCanada repurchased C$32.5 million of its common shares.

Beanfield Metroconnect

Acted for Beanfield Metroconnect, a portfolio company of DigitalBridge, in securing a strategic equity investment from OMERS Infrastructure.

Nova Metrix LLC

Acted for Nova Metrix LLC in the sale of its subsidiary, FISO Technologies Inc., to Resonetics LLC, a portfolio company of GTCR.

SEMAFO Inc.

Acted as counsel to SEMAFO Inc. in its US$2.1-billion business combination with Endeavour Mining Corporation by way of plan of arrangement under the Business Corporations Act (Québec).

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.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its acquisition of Hewitt Equipment in a $1-billion transaction that expands Toromont's Caterpillar dealership into Québec, Western Labrador and the Maritimes, and strengthens its expertise in the mining, construction, power systems and forestry sectors.

FCF Co. Ltd.

Acted as Canadian counsel for FCF Co., Ltd. in its US$928-million acquisition of all the assets of Clover Leaf Foods and Bumble Bee Foods, North America's largest branded shelf-stable seafood companies, under a sale proceeding conducted under the Companies' Creditors Arrangement Act and the U.S. Bankruptcy Code.

Google LLC

Acted for Google LLC in its acquisition of North Inc., a pioneer in human computer interfaces and smart glasses.

DigitalBridge

Acted for DigitalBridge, the global digital infrastructure investment platform of Colony Capital, Inc., in connection with the sale of the Canadian data centres and the associated colocation business of one of its portfolio companies, Aptum Technologies, to eStruxture Data Centers Inc.

Bentall Kennedy (Canada) Limited Partner

Acted for the Bentall Kennedy Group, a premier real estate investment management firm operating in Canada and the United States, in its acquisition by Sun Life Financial Inc. for a purchase price of $560 million.

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.

Special Committee of RIV Capital Inc. (formerly Canopy Rivers Inc.)

Acted as counsel to the special committee of RIV Capital Inc. (formerly Canopy Rivers Inc.), a venture capital firm specializing in cannabis, in its plan of arrangement with Canopy Growth Corporation, involving the collapse of its dual-class share structure and the transfer of three of its portfolio assets for a total transaction value of approximately $297 million.

Temasek

Acted for Temasek, as lead investor, in the US$75-million Series D equity financing of Svante Inc., a British Columbia-based large-scale carbon capture technology provider.

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.

DigitalBridge

Acted for DigitalBridge in its acquisition (and related bank financing) of Beanfield Metroconnect, an independent bandwidth infrastructure provider serving the enterprise, carrier and multi-dwelling unit markets in Toronto and Montréal over its owned fibre network.

McCain Foods Limited

Acted for McCain Foods Limited in its $70-million acquisition of Hillspring Farms Ltd., a Canadian farmer of potatoes, through a quick-flip sale in a receivership.

McKesson Corporation

Acting for McKesson Corporation in the sale of ClaimSecure Inc., an industry-leading healthcare management firm, to The Canada Life Assurance Company, a subsidiary of Great-West Lifeco Inc.

Rexall Pharmacy Group

Acted for Rexall Pharmacy Group in the sale of its Ontario and northern Alberta long-term care pharmacy business to CareRx Corporation, Canada's leading provider of pharmacy services to seniors and other congregate care communities.

Consolidated Bottle Corporation

Acted as tax counsel for Consolidated Bottle Corporation, a leading Canadian-based packaging supplier, and its shareholders in its acquisition by Berlin Packaging, the world's largest hybrid packaging supplier.

Apotex Inc.

Acted as lead transaction and tax counsel to Apotex Inc. and ApoPharma USA Inc. on the sale of the ApoPharma business, including the global rights to Deferiprone, an iron chelator used to treat iron overload conditions resulting from blood transfusions, to Chiesi Farmaceutici S.p.A.

Apotex International Inc.

Acted as tax counsel to Apotex International Inc. in the merger of its Australian and New Zealand generic pharmaceutical and over-the-counter operations with Arrow Pharmaceuticals, the Australian operating business of Strides Ltd., creating Australia's largest generic pharmaceutical and private label OTC business, Arrotex Australia Group.

Apotex Holdings Inc.

Acted as tax counsel to Apotex Holdings Inc. in connection with the sale of Accucaps Industries Limited, a developer and manufacturer of over-the-counter pharmaceutical softgels, to Catalent Pharma Solutions.

McKesson Canada

Acted for McKesson Canada in its acquisition of Well.ca, an online retailer of health, wellness, baby and beauty products.

Arcline Investment Management

Acted as Canadian counsel to Arcline Investment Management in its acquisition of International Water-Guard, a leading provider and servicer of proprietary potable water systems and components for use in business and commercial jet applications.

RIV Capital Inc. (formerly Canopy Rivers Inc.)

Acted for RIV Capital Inc. (formerly Canopy Rivers Inc.), a venture capital firm specializing in cannabis, in the sale of its indirect equity interest in Canapar Corp., a manufacturer and processor of active compounds used in wellness products, to RAMM Pharma Corp.

Forest Resources LLC

Acted for Atlas Holdings LLC and Forest Resources LLC in connection with the sale of their Canadian operations, consisting of CanAmPac, Boehmer Box, and Strathcona Paper, to Rosmar Litho, a subsidiary of PaperWorks.

ARM Energy Holdings, LLC

Acted for ARM Energy Holdings, LLC, in its acquisition of Boomerang Energy Marketing, a leading Calgary-based energy marketing firm.

Schlumberger Limited

Acted for Schlumberger Limited in connection with its $205-million purchase of the XSR Coiled Tubing Services division of Xtreme Drilling and Coil Services Corp.

First Quality Enterprises, Inc.

Acted as Canadian counsel to First Quality Enterprises, Inc., and its affiliates in connection with the acquisition of Fempro I Inc. and related companies.

Viking Air Limited

Acted for Viking Air Limited in connection with its acquisition of the worldwide amphibious aircraft (CL-415 waterbomber) program from Bombardier, including the Type Certificates (manufacturing rights) for all variants of the waterbomber aircraft, and the after-market product support business.

WESCO International Inc.

Acted for WESCO International Inc. in the sale of its legacy WESCO Utility business in Canada to Rexel Canada, a wholly owned subsidiary of France's Rexel Group.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its investment in Thermogenics Inc., an industrial manufacturer of coil-tube steam, hot-water boilers and related equipment.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its investment in Alliance Corporation, a distributor and manufacturer of products and solutions for North American wireless, broadband, broadcast and wireline networks.

The Sierra-Cedar Group, Inc.

Acted for The Sierra-Cedar Group, Inc., a portfolio company of Golden Gate Capital, in the sale of its Canadian subsidiary, Sierra Systems Group, Inc., to NTT DATA Services, a Texas-based recognized leader in global technology services.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of H&A eDiscovery, a leading Canadian eDiscovery and litigation support firm.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Bruneau Group, Inc., a prominent bilingual Canadian settlement administrator.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Garden City Group from Crawford & Company.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., Canada's leading rural broadband provider, in its acquisition of Silo Wireless Inc., a rural provider operating in southwestern Ontario and headquartered in Brantford, Ontario.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its successful acquisition by plan of arrangement of TSX-V listed company Soltoro Ltd. for total consideration of approximately $32 million, consisting of shares of Agnico Eagle, cash and shares of a newly-formed SpinCo. As a result of the transaction, Agnico Eagle acquired the exploration projects held by Soltoro in Jalisco State, Mexico, including the El Rayo silver-gold project.

Fortis Inc.

Acted for Fortis Inc. in its C$500-million public offering of 4.431% senior unsecured notes due May 31, 2029.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in its joint acquisition (and related financing) with Investissement Québec of Québec-based Polycor Inc., the largest quarrier of natural stone in the world.

QuadFi

Acted for QuadFi, a Canadian mission-driven global fintech firm, in securing a US$100-million financing commitment from Crayhill Capital Management, a New York-based minority-owned private credit manager.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global technology-enabled leader in the legal services industry, in its acquisition of Fireman & Company, a leading legal industry management consulting firm.

Kesson Group

Acted for the Kesson Group, a Canadian technology company that operates the Teach Away, Klassroom and Skooli platforms within the growing eLearning market, in its sale to Pluribus Technologies Corp.

Northleaf Capital Partners

Acted for Northleaf Capital Partners in connection with the restructuring of a previously formed evergreen credit fund established for two pension plan investors of Northleaf Capital Partners to facilitate the parties' commercial objectives in light of complex pension regulatory, tax and other challenges.

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

Morgan Stanley and RBC Capital Markets

Acted as Canadian counsel to the syndicate of underwriters led by Morgan Stanley and RBC Capital Markets in a cross-border US$280-million initial public offering of Sprott Physical Platinum and Palladium Trust.

Beanfield Technologies Inc.

Acted for Beanfield Technologies Inc., a portfolio company of DigitalBridge, in its acquisition of Urbanfibre, a leading internet service and wholesale fibre provider operating in the Greater Vancouver Area.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in its acquisition and related financing of North American Produce Buyers Limited, a leading importer and distributor of premium fruit.

Ironbridge Equity Partners Management Limited

Acted for Ironbridge Equity Partners Management Limited in its acquisition and related financing of La Verrerie Walker Ltée/Walker Glass Company Ltd., a Montréal-based company that manufactures mirror and acid etch-glazing substrates.

Kenco Group

Acted as Canadian counsel to Kenco Group, a top-ranked third-party logistics (3PL) company, in connection with its acquisition by private equity firm Pritzker Private Capital.

Aptum Technologies

Acted for DigitalBridge, a global digital infrastructure investment firm, in its portfolio company Aptum Technologies’ acquisition of CloudOps, a cloud consulting, managed services and software company. 

GreenV B.V.

Acted for Green V B.V. in its acquisition of JV Energy Solutions Inc., a provider of customer-specific heating, electrical engineering and insulation for the greenhouse horticulture industry.

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.

OMERS Administrative Corporation

Acting for OMERS Administration Corporation in its US$200-million acquisition of 54.5% stake of global royalties on MAVYRET, from Enanta Pharmaceruticals, Inc.

Valley Fiber Ltd.

Acted for Valley Fiber, a portfolio company of DIF Capital, with the establishment of credit facilities by a syndicate of lenders led by National Bank of Canada.

BMS Group

Acted for BMS Group in its acquisition of Smith & Reid Insurance Brokers and O’Neil Insurance Brokers.

Fortis Inc.

Acted for Fortis Inc. in establishing its at-the-market public offering of up to C$500-million of common shares, which may be sold through the Toronto Stock Exchange, the New York Stock Exchange or on any other marketplace in Canada or the United States on which the common shares are traded.

Aecon Group Inc.

Acted for Aecon Group Inc. in the C$150-million strategic preferred equity investment in Aecon Utilities Group Inc. by funds managed by the Power Opportunities strategy of Oaktree Capital Management, L.P. 

Partners Value Investments LP and Partners Value Investments Inc.

Acted for the special committees of Partners Value Investments LP and Partners Value Investments Inc. in a reorganization with Partners Limited, to be implemented by way of a court-approved plan of arrangement.

Axium Infrastructure

Acted for Axium Infrastructure in connection with a mezzanine financing of a portfolio of solar projects located in Ontario. 

Bulletin

Canada’s Fall Economic Statement: Tax Highlights

Dec. 01, 2020 - The Honourable Chrystia Freeland, Deputy Prime Minister of Canada and Minister of Finance, has released the Liberal Party’s first economic statement (Fall Economic Statement) since the start of the global COVID-19 pandemic. A record deficit of over $381 billion is projected for 2020-2021. This...

Bulletin

2018 Federal Budget: Tax Highlights

Feb. 27, 2018 - As anticipated, today’s federal budget (Budget 2018) focuses on a few targeted areas, including the taxation of passive investments made by private corporations, and does not contain any measures in response to the enactment of tax reform in the United States or relating to the OECD BEPS...

The Best Lawyers in Canada—Tax Law

Bar Admissions

Ontario, 2013

Education

Chartered Professional Accountants of Canada, In-Depth Tax Course
University of Western Ontario, JD, 2012
University of Toronto, BA, 2007

Teaching Engagements

Andrew is a lecturer at Osgoode Hall Law School, teaching the tax component of the Advanced Business Law Workshop on mergers and acquisitions.