Anthony Spadaro

Partner

Anthony Spadaro

Anthony Spadaro

Partner

Bar Admissions
  • Ontario, 2009

“An excellent lawyer – for someone who is young, he has a wide range of experience. He is very bright and hard-working.” (Market Commentator – Chambers Global 2016)

Anthony regularly advises clients on project financing transactions, mergers and acquisitions, public-private partnerships and securities offerings.

His clients, including institutional lenders, project sponsors and private equity groups, appreciate Anthony’s practical, results-oriented advice. Although Anthony’s practice is broad in scope, he has built a solid reputation in a number of sectors.

Clients value Anthony’s expertise in the renewable energy industry, in which he acts for lenders in connection with the financing of solar, wind and hydroelectric projects in Canada. In addition, Anthony has considerable experience in the public-private partnership and infrastructure sectors and has successfully represented clients in a number of complex P3 projects.

Anthony Spadaro

Partner

“An excellent lawyer – for someone who is young, he has a wide range of experience. He is very bright and hard-working.” (Market Commentator – Chambers Global 2016)

Anthony regularly advises clients on project financing transactions, mergers and acquisitions, public-private partnerships and securities offerings.

His clients, including institutional lenders, project sponsors and private equity groups, appreciate Anthony’s practical, results-oriented advice. Although Anthony’s practice is broad in scope, he has built a solid reputation in a number of sectors.

Clients value Anthony’s expertise in the renewable energy industry, in which he acts for lenders in connection with the financing of solar, wind and hydroelectric projects in Canada. In addition, Anthony has considerable experience in the public-private partnership and infrastructure sectors and has successfully represented clients in a number of complex P3 projects.

20 VIC Management Inc.

Acted for the shareholders of 20 VIC Management Inc., one of Canada's leading commercial real estate management firms, in the sale of 20 VIC to Cushman & Wakefield.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$230 million in high yield notes, its US$75 million incremental secured term loan, its repurchase and redemption of existing high yield notes and its associated consent solicitation.

Restaurant Brands International Inc.

Acted as Canadian counsel for Restaurant Brands International Inc. in connection with a US$1.50-billion private placement of first lien senior secured notes due 2024 issued by two of its subsidiaries.

BMO Nesbitt Burns Inc. and TD Securities Inc.

Acted for BMO Nesbitt Burns Inc. and TD Securities Inc., as placement agents, and The Toronto-Dominion Bank and Bank of Montréal, as lenders, in connection with the private placement of $400 million aggregate principal amount of 3.310% Fixed Rate Senior Secured Notes due November 30, 2029 by, and the establishment of $33.5 million of credit facilities for, H2O Power Limited Partnership, a joint venture between Public Sector Pension Investment Board and BluEarth Renewables Inc., that owns and operates eight hydroelectric generating facilities in Ontario with a total installed capacity of approximately 142 MW. H2O Power Limited Partnership is the third largest provider of hydroelectric power in Ontario.

United Steelworkers Union

Acted as co-counsel on behalf of the United Steelworkers Union in connection with the restructuring of Stelco Inc. under the Companies' Creditors Arrangement Act and the establishment of Legacy Lands L.P.

Morgan Stanley

Acted as Canadian counsel to Morgan Stanley in connection with a private placement of $1 billion of 3.00% Fixed Rate Senior Notes due 2024 (maple bonds) through an underwriting syndicate led by RBC Dominion Securities Inc.

Plenary Health Vaughan LP

Acted as lead transaction counsel for Plenary Health Vaughan LP in connection with its $1.3-billion fixed-price contract to design, build, finance and maintain the new Mackenzie Vaughan Hospital in Ontario. The Mackenzie Vaughan Hospital will be the first hospital to be built in the city of Vaughan, and the first new hospital to be built in the York Region in the last 30 years. It will also be the first hospital in Canada to feature fully integrated "smart" technology to maximize information exchange.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the sale of control of TSC Stores LP to Peavey Industries LP.

Manulife Financial Corporation

Acted for the Manufacturers Life Insurance Company in the establishment of credit facilities to finance the long-term operation of 10 ground-mount solar projects located near Temiskaming, West Nipissing and Kingston, Ontario, each of which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Aviva plc

Acted as Canadian counsel to Aviva plc in connection with an offering of $450 million of 4.50% Tier 3 Notes (Maple Bonds) through an underwriting syndicate consisting of BMO Nesbitt Burns Inc., as lead underwriter, and RBC Dominion Securities Inc., as co-manager. Barclays Bank plc acted as structuring agent to the issuer in connection with the offering.

Etobicoke Healthcare Partnership LP (Axium Infrastructure Inc. and DIF Management Canada Ltd.)

Acted as lead transaction counsel for Etobicoke Healthcare Partnership LP (EHP) in its winning bid for the approximately $330-million design, build, finance, operation and maintenance of the Etobicoke General Hospital Phase 1 Patient Tower Project. Funds managed by Axium Infrastructure Inc. and DIF Management Canada Ltd. are equity sponsors of EHP. Davies role included the negotiation of the project documents with Infrastructure Ontario and William Osler Health System, the design-build documentation with the construction contractor, the operation and maintenance documentation with the service provider and the financing agreements with the lenders, as well as the shareholder arrangements between the equity investors.

Port City Water Partners consortium

Acted for the Port City Water Partners consortium, comprised of Brookfield Financial Corp., Acciona Agua International, S.L. and North America Construction (1993) Ltd., in its winning bid in excess of $200 million for the design, build, finance, operation and maintenance of the City of Saint John Safe Drinking Water project, which is the city's first public-private partnership project. Davies acted as lead transaction counsel for the consortium, including in the negotiation of the project documents with the City of Saint John, the design-build documentation with the design-build contractor, the operation and maintenance documentation with the O&M contractor, and the financing agreements with the lenders, as well as the shareholder arrangements between the equity investors.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with a bought deal secondary offering of 10,000,000 common shares of Sleep Country Canada Holdings Inc. for aggregate gross proceeds of $185 million.

Danier Leather Inc.

Acted for Danier Leather Inc. in connection with an amended and restated secured asset-based loan facility for an initial commitment of up to $35 million.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with the $300-million initial public offering of common shares of Sleep Country Canada Holdings Inc. and in connection with a new $175-million senior secured credit facility. The proceeds of the initial public offering were used to acquire Sleep Country Canada Inc.

Restaurant Brands International Inc.

Acted as Canadian counsel for Restaurant Brands International Inc. in connection with a US$1.25-billion private placement of first lien senior secured notes due 2022 issued by two of its subsidiaries.

Stonebridge Financial Corporation

Acted for Stonebridge Financial Corporation in connection with the establishment of a credit facility for Affinity Wind LP to finance the construction and long-term operation of a 13.2-MW wind farm to be located near Truro, Nova Scotia.

Plenary Group

Acted for Plenary Infrastructure ERMF GP, which was awarded a contract by Metrolinx to design, build, finance and maintain the new East Rail Maintenance Facility, a $859.2-million project located in Whitby, Ontario.

Fortress Investment Group, LLC and Holiday Retirement

Acted for Fortress Investment Group, LLC and Holiday Retirement in connection with the sale of 29 Canadian senior living communities to Ventas, Inc.

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

Manulife Financial Corporation and Sun Life Assurance Company of Canada

Acted for The Manufacturers Life Insurance Company and Sun Life Assurance Company of Canada in connection with the establishment of credit facilities to finance the construction and long-term operation of a 25-MW ground-mount solar project located near Fort Frances, Ontario. The project sponsor is a joint venture between the Rainy River First Nations and certain institutional and other investors. The project had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program, which included an aboriginal price adder as a result of the participation by the Rainy River First Nations.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction and long-term operation of two SunEdison sponsored 10 MW ground-mount solar projects known as "Lindsay" and "Solar Spirit", each of which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Mizuho Bank, Ltd.

Acted for Mizuho Bank, Ltd. in connection with the establishment of credit facilities to finance the construction and long-term operation by SunE Westbrook LP and Oro-Medonte Solar Farm Inc. of two 10-MW ground-mount solar projects, each of which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

CIT Financial Ltd.

Acted for CIT Financial Ltd. in connection with the establishment of credit facilities to finance the construction and long-term operation of a 10 MW ground-mount solar project in Aylmer, Ontario by Silvercreek Nominee Inc., which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Mizuho Bank, Ltd.

Acted for Mizuho Bank, Ltd. in connection with the establishment of credit facilities to finance the construction and long-term operation by SunE Demorestville LP and SunE Taylor Kidd LP of two 10 MW ground-mount solar projects, each of which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Manulife Financial Corporation

Acted for Manulife Financial Corporation in connection with the establishment of credit facilities to finance the long-term operations by SunE Ray LP of a 10 MW ground-mount solar project and SunE Newboro 4 LP of a 10 MW ground-mount solar project near Kingston, Ontario, each of which had been awarded a 20-year power purchase contracts under Ontario's Feed-in Tariff Program.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction by SunE Ray LP of a 10 MW ground-mount solar project and SunE Newboro 4 LP of a 10 MW ground-mount solar project near Kingston, Ontario, each of which had been awarded a 20-year power purchase contracts under Ontario's Feed-in Tariff Program.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the sale of Carmanah Design and Manufacturing Inc. to Kadant Inc.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction by SunE Unity LP of a 10 MW ground-mount solar project near Kingston, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction by SunE Alfred LP of a 10 MW ground-mount solar project near Ottawa, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Deutsche Bank AG and Manulife Financial Corporation

Acted for Deutsche Bank AG and Manulife Financial Corporation in connection with the establishment of credit facilities to finance the construction and long-term operation by SunE Odessa LP of a 10 MW ground-mount solar project near Kingston, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners Limited in connection with the sale of Shnier-GESCO Limited Partnership to Blue Point Capital Partners.

Morgan Stanley

Acted as Canadian counsel to Morgan Stanley in connection with a private placement of $250 million floating rate senior notes due 2014.

Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities

Acted as Canadian counsel to Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities as underwriters in connection with an offering of $500 million of 2.3% Maple Bonds issued by Japan Bank for International Cooperation and guaranteed by Japan.

Deutsche Bank AG

Acted for a syndicate of construction and term lenders led by Deutsche Bank AG, as sole mandated lead arranger, in connection with the establishment of credit facilities to finance the construction and long-term operation by SunE Norfolk Bloomsburg LP of a 10 MW ground-mount solar project near Simcoe, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Bayersiche Landesbank, New York Branch

Acted for Bayersiche Landesbank, New York Branch in connection with the establishment of a credit facility to finance the construction by SunE Hwy 2 S LP of a 10 MW ground-mount solar project near Kingston, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Danier Leather Inc.

Acted for Danier Leather Inc. in connection with its successful "modified Dutch auction" substantial issuer bid in which Danier repurchased for cancellation $10 million in value of its subordinate voting shares from shareholders for cash.

Deutsche Bank AG and Norddeutsche Landesbank Girozentrale

Acted for Deutsche Bank AG and Norddeutsche Landesbank Girozentrale in connection with the restructuring of an existing project finance of SkyPower Limited which completed a joint venture with Canadian Solar Inc. Under the completed transaction, Canadian Solar acquired a majority interest in 16 solar projects representing approximately 190-200MW DC from SkyPower.

Vista Radio Ltd.

Acted for Vista Radio Ltd., a Canadian broadcasting company with operations primarily in Western Canada, in connection with its acquisition of substantially all of the assets of Haliburton Broadcasting Group Inc. Completion of the transaction was subject to CRTC approval.

BMO Capital Markets

Acted for a syndicate of underwriters led by BMO Capital Markets in connection with a $48-million bought deal offering of convertible debentures of Altus Group Limited.

Union Bank, N.A.

Acted for Union Bank, N.A. in connection with the establishment of credit facilities to finance the construction and operation by SunE Sandhurst LP of a ground-mount solar project in Sandhurst, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Renewable Energy Standard Offer Program (the predecessor to Ontario's Feed-in-Tariff Program).

Union Bank, N.A.

Acted for Union Bank, N.A. in connection with the establishment of credit facilities to finance the construction and operation by SunE Rutley LP of a ground-mount solar project in Ingleside, Ontario, the first large-scale solar facility to come online under Ontario's Feed-in-Tariff Program.

Bird Construction Inc.

Acted for Bird Construction Inc. in connection with its $78 million acquisition of all outstanding shares of H.J. O'Connell, Limited, a construction company with operations in Newfoundland and Labrador, Québec and Manitoba.

CIBC World Markets Inc.

Acted as Canadian counsel for a syndicate of underwriters led by CIBC World Markets Inc. in connection with a $325 million underwritten private placement of floating rate maple bonds issued by Metropolitan Life Global Funding I and guaranteed by the Metropolitan Life Insurance Company.

Pilot Gold Inc.

Acted for Pilot Gold Inc. in connection with its $25-million bought deal financing.

Fronteer Gold Inc.

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.

Ventana Gold Corp.

Acted for Ventana Gold Corp. in connection with the unsolicited $1.5-billion takeover bid by an affiliate of Eike Batista for all of the outstanding Ventana shares, which ultimately resulted in a supported transaction at a higher price.

Danier Leather Inc.

Acted for Danier Leather Inc. in connection with its substantial issuer bid pursuant to which Danier purchased for cancellation $7 million in value of its subordinate voting shares.

Moody's Corporation

Acted as Canadian Counsel for Moody's Corporation in connection with its $155-million acquisition of CSI Global Education Inc., Canada's leading provider of financial learning, credentials, and certification.

Guide

2016 Canadian Capital Markets Report: Looking Back, Looking Ahead

Mar. 09, 2016 - The past year was a roller coaster of a year for Canadian capital markets, beginning much how it ended – with a devalued Canadian dollar, lower interest rates in Canada and a shift in regional growth from the west to central Canada. Against the background of these market realities, the focus of ...

Bulletin

The Day the Wrappers Died…

June 26, 2015 - September 8, 2015 may go down in history as the “day the wrappers died” – for U.S. broker-dealers who sell foreign securities into Canada on a private placement basis, for the Canadian investors who purchase these securities and for the lawyers who advise them. On June 25, 2015, the Canadian...

Bulletin

Alberta Facilitates Access to Private Placements for Institutional Investors

Nov. 25, 2014 - In a bold and sensible move, on November 20, 2014, the Alberta Securities Commission (ASC) issued a blanket order granting exemptions from Alberta’s securities laws to greatly improve access to securities – in particular, foreign securities – distributed on a private placement basis to institutional...

Bulletin

Ontario to Eliminate Domestic Content in FIT Program

Dec. 12, 2013 - This week, Ontario’s Minister of Energy introduced Bill 153, Complying with International Trade Obligations Act, 2013, which, if passed, would eliminate the statutory requirement for domestic content in Ontario’s Feed-in Tariff (FIT) Program. Ontario’s FIT Program is North America’s first...

Bulletin

CSA Grants Wrapper Relief

Apr. 25, 2013 - After nearly two years before the Ontario Securities Commission (OSC), the long-awaited wrapper relief has finally arrived. On April 23, 2013, the OSC, on behalf of the Canadian Securities Administrators (the CSA), granted exemptive relief to several dealers allowing them to offer foreign...

Bulletin

IESO’s Renewable Integration Amendments

Jan. 29, 2013 - On January 3, 2013, Ontario’s Independent Electricity System Operator (IESO) published amendments to the Market Rules that authorize the IESO to dispatch certain renewable generators in Ontario that are: (i) directly connected to the IESO-controlled grid; or (ii) embedded (i.e., not...

Guide

Private Placements of Foreign Issuers’ Securities in Canada

Dec. 07, 2012 - Private placements provide a relatively simple and cost-effective means by which foreign issuers can access the Canadian capital market. Private placements are made in reliance upon exemptions from the requirement to deliver a prospectus to prospective Canadian purchasers and provide dealers and...

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Mergers and Acquisitions; Project Finance

Expert Guides’ Rising Stars

Bar Admissions

Ontario, 2009

Education

Osgoode Hall Law School, JD, 2008
University of Toronto, BSc (Hons) (with High Distinction), 2005

“An excellent lawyer – for someone who is young, he has a wide range of experience. He is very bright and hard-working.” (Market Commentator – Chambers Global 2016)

Anthony regularly advises clients on project financing transactions, mergers and acquisitions, public-private partnerships and securities offerings.

His clients, including institutional lenders, project sponsors and private equity groups, appreciate Anthony’s practical, results-oriented advice. Although Anthony’s practice is broad in scope, he has built a solid reputation in a number of sectors.

Clients value Anthony’s expertise in the renewable energy industry, in which he acts for lenders in connection with the financing of solar, wind and hydroelectric projects in Canada. In addition, Anthony has considerable experience in the public-private partnership and infrastructure sectors and has successfully represented clients in a number of complex P3 projects.

20 VIC Management Inc.

Acted for the shareholders of 20 VIC Management Inc., one of Canada's leading commercial real estate management firms, in the sale of 20 VIC to Cushman & Wakefield.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$230 million in high yield notes, its US$75 million incremental secured term loan, its repurchase and redemption of existing high yield notes and its associated consent solicitation.

Restaurant Brands International Inc.

Acted as Canadian counsel for Restaurant Brands International Inc. in connection with a US$1.50-billion private placement of first lien senior secured notes due 2024 issued by two of its subsidiaries.

BMO Nesbitt Burns Inc. and TD Securities Inc.

Acted for BMO Nesbitt Burns Inc. and TD Securities Inc., as placement agents, and The Toronto-Dominion Bank and Bank of Montréal, as lenders, in connection with the private placement of $400 million aggregate principal amount of 3.310% Fixed Rate Senior Secured Notes due November 30, 2029 by, and the establishment of $33.5 million of credit facilities for, H2O Power Limited Partnership, a joint venture between Public Sector Pension Investment Board and BluEarth Renewables Inc., that owns and operates eight hydroelectric generating facilities in Ontario with a total installed capacity of approximately 142 MW. H2O Power Limited Partnership is the third largest provider of hydroelectric power in Ontario.

United Steelworkers Union

Acted as co-counsel on behalf of the United Steelworkers Union in connection with the restructuring of Stelco Inc. under the Companies' Creditors Arrangement Act and the establishment of Legacy Lands L.P.

Morgan Stanley

Acted as Canadian counsel to Morgan Stanley in connection with a private placement of $1 billion of 3.00% Fixed Rate Senior Notes due 2024 (maple bonds) through an underwriting syndicate led by RBC Dominion Securities Inc.

Plenary Health Vaughan LP

Acted as lead transaction counsel for Plenary Health Vaughan LP in connection with its $1.3-billion fixed-price contract to design, build, finance and maintain the new Mackenzie Vaughan Hospital in Ontario. The Mackenzie Vaughan Hospital will be the first hospital to be built in the city of Vaughan, and the first new hospital to be built in the York Region in the last 30 years. It will also be the first hospital in Canada to feature fully integrated "smart" technology to maximize information exchange.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the sale of control of TSC Stores LP to Peavey Industries LP.

Manulife Financial Corporation

Acted for the Manufacturers Life Insurance Company in the establishment of credit facilities to finance the long-term operation of 10 ground-mount solar projects located near Temiskaming, West Nipissing and Kingston, Ontario, each of which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Aviva plc

Acted as Canadian counsel to Aviva plc in connection with an offering of $450 million of 4.50% Tier 3 Notes (Maple Bonds) through an underwriting syndicate consisting of BMO Nesbitt Burns Inc., as lead underwriter, and RBC Dominion Securities Inc., as co-manager. Barclays Bank plc acted as structuring agent to the issuer in connection with the offering.

Etobicoke Healthcare Partnership LP (Axium Infrastructure Inc. and DIF Management Canada Ltd.)

Acted as lead transaction counsel for Etobicoke Healthcare Partnership LP (EHP) in its winning bid for the approximately $330-million design, build, finance, operation and maintenance of the Etobicoke General Hospital Phase 1 Patient Tower Project. Funds managed by Axium Infrastructure Inc. and DIF Management Canada Ltd. are equity sponsors of EHP. Davies role included the negotiation of the project documents with Infrastructure Ontario and William Osler Health System, the design-build documentation with the construction contractor, the operation and maintenance documentation with the service provider and the financing agreements with the lenders, as well as the shareholder arrangements between the equity investors.

Port City Water Partners consortium

Acted for the Port City Water Partners consortium, comprised of Brookfield Financial Corp., Acciona Agua International, S.L. and North America Construction (1993) Ltd., in its winning bid in excess of $200 million for the design, build, finance, operation and maintenance of the City of Saint John Safe Drinking Water project, which is the city's first public-private partnership project. Davies acted as lead transaction counsel for the consortium, including in the negotiation of the project documents with the City of Saint John, the design-build documentation with the design-build contractor, the operation and maintenance documentation with the O&M contractor, and the financing agreements with the lenders, as well as the shareholder arrangements between the equity investors.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with a bought deal secondary offering of 10,000,000 common shares of Sleep Country Canada Holdings Inc. for aggregate gross proceeds of $185 million.

Danier Leather Inc.

Acted for Danier Leather Inc. in connection with an amended and restated secured asset-based loan facility for an initial commitment of up to $35 million.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with the $300-million initial public offering of common shares of Sleep Country Canada Holdings Inc. and in connection with a new $175-million senior secured credit facility. The proceeds of the initial public offering were used to acquire Sleep Country Canada Inc.

Restaurant Brands International Inc.

Acted as Canadian counsel for Restaurant Brands International Inc. in connection with a US$1.25-billion private placement of first lien senior secured notes due 2022 issued by two of its subsidiaries.

Stonebridge Financial Corporation

Acted for Stonebridge Financial Corporation in connection with the establishment of a credit facility for Affinity Wind LP to finance the construction and long-term operation of a 13.2-MW wind farm to be located near Truro, Nova Scotia.

Plenary Group

Acted for Plenary Infrastructure ERMF GP, which was awarded a contract by Metrolinx to design, build, finance and maintain the new East Rail Maintenance Facility, a $859.2-million project located in Whitby, Ontario.

Fortress Investment Group, LLC and Holiday Retirement

Acted for Fortress Investment Group, LLC and Holiday Retirement in connection with the sale of 29 Canadian senior living communities to Ventas, Inc.

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

Manulife Financial Corporation and Sun Life Assurance Company of Canada

Acted for The Manufacturers Life Insurance Company and Sun Life Assurance Company of Canada in connection with the establishment of credit facilities to finance the construction and long-term operation of a 25-MW ground-mount solar project located near Fort Frances, Ontario. The project sponsor is a joint venture between the Rainy River First Nations and certain institutional and other investors. The project had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program, which included an aboriginal price adder as a result of the participation by the Rainy River First Nations.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction and long-term operation of two SunEdison sponsored 10 MW ground-mount solar projects known as "Lindsay" and "Solar Spirit", each of which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Mizuho Bank, Ltd.

Acted for Mizuho Bank, Ltd. in connection with the establishment of credit facilities to finance the construction and long-term operation by SunE Westbrook LP and Oro-Medonte Solar Farm Inc. of two 10-MW ground-mount solar projects, each of which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

CIT Financial Ltd.

Acted for CIT Financial Ltd. in connection with the establishment of credit facilities to finance the construction and long-term operation of a 10 MW ground-mount solar project in Aylmer, Ontario by Silvercreek Nominee Inc., which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Mizuho Bank, Ltd.

Acted for Mizuho Bank, Ltd. in connection with the establishment of credit facilities to finance the construction and long-term operation by SunE Demorestville LP and SunE Taylor Kidd LP of two 10 MW ground-mount solar projects, each of which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Manulife Financial Corporation

Acted for Manulife Financial Corporation in connection with the establishment of credit facilities to finance the long-term operations by SunE Ray LP of a 10 MW ground-mount solar project and SunE Newboro 4 LP of a 10 MW ground-mount solar project near Kingston, Ontario, each of which had been awarded a 20-year power purchase contracts under Ontario's Feed-in Tariff Program.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction by SunE Ray LP of a 10 MW ground-mount solar project and SunE Newboro 4 LP of a 10 MW ground-mount solar project near Kingston, Ontario, each of which had been awarded a 20-year power purchase contracts under Ontario's Feed-in Tariff Program.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the sale of Carmanah Design and Manufacturing Inc. to Kadant Inc.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction by SunE Unity LP of a 10 MW ground-mount solar project near Kingston, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction by SunE Alfred LP of a 10 MW ground-mount solar project near Ottawa, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Deutsche Bank AG and Manulife Financial Corporation

Acted for Deutsche Bank AG and Manulife Financial Corporation in connection with the establishment of credit facilities to finance the construction and long-term operation by SunE Odessa LP of a 10 MW ground-mount solar project near Kingston, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners Limited in connection with the sale of Shnier-GESCO Limited Partnership to Blue Point Capital Partners.

Morgan Stanley

Acted as Canadian counsel to Morgan Stanley in connection with a private placement of $250 million floating rate senior notes due 2014.

Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities

Acted as Canadian counsel to Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities as underwriters in connection with an offering of $500 million of 2.3% Maple Bonds issued by Japan Bank for International Cooperation and guaranteed by Japan.

Deutsche Bank AG

Acted for a syndicate of construction and term lenders led by Deutsche Bank AG, as sole mandated lead arranger, in connection with the establishment of credit facilities to finance the construction and long-term operation by SunE Norfolk Bloomsburg LP of a 10 MW ground-mount solar project near Simcoe, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Bayersiche Landesbank, New York Branch

Acted for Bayersiche Landesbank, New York Branch in connection with the establishment of a credit facility to finance the construction by SunE Hwy 2 S LP of a 10 MW ground-mount solar project near Kingston, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in-Tariff Program.

Danier Leather Inc.

Acted for Danier Leather Inc. in connection with its successful "modified Dutch auction" substantial issuer bid in which Danier repurchased for cancellation $10 million in value of its subordinate voting shares from shareholders for cash.

Deutsche Bank AG and Norddeutsche Landesbank Girozentrale

Acted for Deutsche Bank AG and Norddeutsche Landesbank Girozentrale in connection with the restructuring of an existing project finance of SkyPower Limited which completed a joint venture with Canadian Solar Inc. Under the completed transaction, Canadian Solar acquired a majority interest in 16 solar projects representing approximately 190-200MW DC from SkyPower.

Vista Radio Ltd.

Acted for Vista Radio Ltd., a Canadian broadcasting company with operations primarily in Western Canada, in connection with its acquisition of substantially all of the assets of Haliburton Broadcasting Group Inc. Completion of the transaction was subject to CRTC approval.

BMO Capital Markets

Acted for a syndicate of underwriters led by BMO Capital Markets in connection with a $48-million bought deal offering of convertible debentures of Altus Group Limited.

Union Bank, N.A.

Acted for Union Bank, N.A. in connection with the establishment of credit facilities to finance the construction and operation by SunE Sandhurst LP of a ground-mount solar project in Sandhurst, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Renewable Energy Standard Offer Program (the predecessor to Ontario's Feed-in-Tariff Program).

Union Bank, N.A.

Acted for Union Bank, N.A. in connection with the establishment of credit facilities to finance the construction and operation by SunE Rutley LP of a ground-mount solar project in Ingleside, Ontario, the first large-scale solar facility to come online under Ontario's Feed-in-Tariff Program.

Bird Construction Inc.

Acted for Bird Construction Inc. in connection with its $78 million acquisition of all outstanding shares of H.J. O'Connell, Limited, a construction company with operations in Newfoundland and Labrador, Québec and Manitoba.

CIBC World Markets Inc.

Acted as Canadian counsel for a syndicate of underwriters led by CIBC World Markets Inc. in connection with a $325 million underwritten private placement of floating rate maple bonds issued by Metropolitan Life Global Funding I and guaranteed by the Metropolitan Life Insurance Company.

Pilot Gold Inc.

Acted for Pilot Gold Inc. in connection with its $25-million bought deal financing.

Fronteer Gold Inc.

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.

Ventana Gold Corp.

Acted for Ventana Gold Corp. in connection with the unsolicited $1.5-billion takeover bid by an affiliate of Eike Batista for all of the outstanding Ventana shares, which ultimately resulted in a supported transaction at a higher price.

Danier Leather Inc.

Acted for Danier Leather Inc. in connection with its substantial issuer bid pursuant to which Danier purchased for cancellation $7 million in value of its subordinate voting shares.

Moody's Corporation

Acted as Canadian Counsel for Moody's Corporation in connection with its $155-million acquisition of CSI Global Education Inc., Canada's leading provider of financial learning, credentials, and certification.

Guide

2016 Canadian Capital Markets Report: Looking Back, Looking Ahead

Mar. 09, 2016 - The past year was a roller coaster of a year for Canadian capital markets, beginning much how it ended – with a devalued Canadian dollar, lower interest rates in Canada and a shift in regional growth from the west to central Canada. Against the background of these market realities, the focus of ...

Bulletin

The Day the Wrappers Died…

June 26, 2015 - September 8, 2015 may go down in history as the “day the wrappers died” – for U.S. broker-dealers who sell foreign securities into Canada on a private placement basis, for the Canadian investors who purchase these securities and for the lawyers who advise them. On June 25, 2015, the Canadian...

Bulletin

Alberta Facilitates Access to Private Placements for Institutional Investors

Nov. 25, 2014 - In a bold and sensible move, on November 20, 2014, the Alberta Securities Commission (ASC) issued a blanket order granting exemptions from Alberta’s securities laws to greatly improve access to securities – in particular, foreign securities – distributed on a private placement basis to institutional...

Bulletin

Ontario to Eliminate Domestic Content in FIT Program

Dec. 12, 2013 - This week, Ontario’s Minister of Energy introduced Bill 153, Complying with International Trade Obligations Act, 2013, which, if passed, would eliminate the statutory requirement for domestic content in Ontario’s Feed-in Tariff (FIT) Program. Ontario’s FIT Program is North America’s first...

Bulletin

CSA Grants Wrapper Relief

Apr. 25, 2013 - After nearly two years before the Ontario Securities Commission (OSC), the long-awaited wrapper relief has finally arrived. On April 23, 2013, the OSC, on behalf of the Canadian Securities Administrators (the CSA), granted exemptive relief to several dealers allowing them to offer foreign...

Bulletin

IESO’s Renewable Integration Amendments

Jan. 29, 2013 - On January 3, 2013, Ontario’s Independent Electricity System Operator (IESO) published amendments to the Market Rules that authorize the IESO to dispatch certain renewable generators in Ontario that are: (i) directly connected to the IESO-controlled grid; or (ii) embedded (i.e., not...

Guide

Private Placements of Foreign Issuers’ Securities in Canada

Dec. 07, 2012 - Private placements provide a relatively simple and cost-effective means by which foreign issuers can access the Canadian capital market. Private placements are made in reliance upon exemptions from the requirement to deliver a prospectus to prospective Canadian purchasers and provide dealers and...

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Mergers and Acquisitions; Project Finance

Expert Guides’ Rising Stars

Bar Admissions

Ontario, 2009

Education

Osgoode Hall Law School, JD, 2008
University of Toronto, BSc (Hons) (with High Distinction), 2005