Shaw Communications Inc.
Acting for Shaw Communications Inc. in its joint C$2.85-billion sale with Rogers Communications Inc. of Freedom Mobile Inc. to Quebecor Inc.
Partner
Partner
Brett achieves success for clients by immersing himself in their businesses and finding creative solutions to the challenges in their transactions.
Canadian and international clients – both public and private – choose Brett to advise on their domestic and cross-border mergers and acquisitions, capital market transactions, going-private transactions and corporate governance matters. Brett’s big-picture approach has earned the trust of clients across a broad range of industries, including telecommunications and media, manufacturing, energy, mining and private equity.
Brett teaches an advanced course in corporate law at Queen’s University’s Faculty of Law.
Partner
Brett achieves success for clients by immersing himself in their businesses and finding creative solutions to the challenges in their transactions.
Canadian and international clients – both public and private – choose Brett to advise on their domestic and cross-border mergers and acquisitions, capital market transactions, going-private transactions and corporate governance matters. Brett’s big-picture approach has earned the trust of clients across a broad range of industries, including telecommunications and media, manufacturing, energy, mining and private equity.
Brett teaches an advanced course in corporate law at Queen’s University’s Faculty of Law.
Shaw Communications Inc.
Acting for Shaw Communications Inc. in its joint C$2.85-billion sale with Rogers Communications Inc. of Freedom Mobile Inc. to Quebecor Inc.
Premium Nickel Resources Corporation
Acting for the special committee of the board of directors of Premium Nickel Resources Corporation in its reverse takeover of North American Nickel Inc.
Waterton Global Resource Management LP
Acted for Waterton Global Resource Management LP in the sale of Nevada gold portfolio from Clover Nevada LLC to Element79 Gold Corp. The portfolio consists of the flagship Maverick Springs Project and 15 additional projects that comprise the Battle Mountain portfolio.
Russel Metals Inc.
Acted for Russel Metals Inc. in its US$110-million acquisition of Boyd Metals, a metal services centre operator with locations in Arkansas, Missouri, Oklahoma and Texas.
The Pallinghurst Group
Acted for The Pallinghurst Group in its acquisition, through Pallinghurst Nickel International Limited, of a 19.2% interest in Talon Metals Corp. from Resource Capital Fund VI L.P. Talon Metals is a TSX-listed base metals company with a nickel-copper-cobalt project in the United States.
Lithium Royalty Corp.
Acted for Lithium Royalty Corp. (LRC) in connection with its right to purchase a 60% interest in the Moblan mining project held by Guo Ao Lithium Ltd. for US$86.5 million, which right was assigned from LRC to Sayona Mining prior to closing.
AirBoss of America Corp.
Acted for AirBoss of America Corp. in its US$42.5-million acquisition and related financing of Ace Elastomer, Inc., a leading North American custom rubber compounder.
Serruya Private Equity
Acting for Serruya Private Equity in connection with the backstopped US$100-million equity investment in MedMen Enterprises Inc., a premier U.S. cannabis retailer.
Russel Metals Inc.
Acted for Russel Metals Inc., one of the largest metals distribution companies in North America, in its joint venture with Marubeni-Itochu Tubulars America Inc. whereby each company combined their respective Canadian OCTG/line pipe business into a newly incorporated company, named TriMark Tubulars Ltd.
Waterton Global Resource Management LP
Acted for Waterton Global Resource Management LP in its sale to Galane Gold Ltd. of the Summit Mine and the infrastructure constituting the Banner Mill in New Mexico from Pyramid Peak Mining, LLC, a wholly owned subsidiary of Waterton.
Shaw Communications Inc.
Acting 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.
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.
Warner Media, LLC
Acted for Warner Media, LLC in its indirect acquisition, by way of plan of arrangement, of all of the issued and outstanding shares of You i Labs Inc., a leading provider of cross-platform development tools for television and media companies.
AirBoss of America Corp.
Acted for AirBoss of America Corp. in its acquisition of the 45% minority interest in AirBoss Defense Group that it did not own from Critical Solutions Holdings, LLC.
A long-term shareholder of BlackBerry Limited
Acted for a long-term shareholder in BlackBerry Limited, in engaging with staff of the TSX and OSC regarding requiring shareholder approval of BlackBerry's September 2020 recapitalization. Successful in having BlackBerry provide additional public disclosure and compelling BlackBerry to amend the transaction terms.
Blackstone Tactical Opportunities
Acted for Blackstone Tactical Opportunities, a fund managed by Blackstone, in its sale of TITUS Inc., an Ottawa-based leading provider of data classification and categorization solutions, to an affiliate of HelpSystems Holdings, Inc.
Waterton Global Resource Management, Inc.
Acted for Waterton Global Resource Management, Inc. in its sale of the Getchell gold project in Nevada to Premier Gold Mines Limited for consideration of up to US$85 million.
Lead Investor
Acted for the lead investor in a US$30-million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.
Hostess Brands, Inc.
Acted as Canadian counsel to Hostess Brands Inc. in its $425-million acquisition of Voortman Cookies Limited from Swander Pace Capital.
Temasek
Acted for Temasek, as lead investor, in the initial round of Series E financing of General Fusion Inc., a British Columbia-based fusion energy start-up that is working to commercialize nuclear fusion technology.
Greenhill & Co. Canada Ltd.
Advising Greenhill & Co. Canada Ltd. in its fairness opinion and formal valuation to the delivery of a special committee and board of directors of Canfor Corporation in Canfor's going-private transaction with Great Pacific Capital Corporation for approximately $1 billion.
Russel Metals Inc.
Acted for Russel Metals Inc. in its $160-million acquisition of City Pipe & Supply Corp., a Texas-based supplier of pipe, valves, and fittings to oil and gas companies in the United States.
Shaw Communications Inc.
Acted for Shaw Communications Inc. in a $548-million secondary bought deal offering of 80,630,383 Class B non-voting participating shares of Corus Entertainment Inc.
AirBoss of America Corp.
Acted for AirBoss of America Corp. to form a new defense business, AirBoss Defense Group, through the merger of its AirBoss Defense business and other operations in Acton Vale, Québec, with privately owned, U.S.-based Critical Solutions International, Inc., in a transaction valued at approximately US$132.7 million.
Ipsen S.A.
Acted for French biopharmaceutical company Ipsen in the acquisition of Québec-based Clementia Pharmaceuticals for a purchase price of US$25.00 per share in cash upfront, plus a contingent value right (CVR) of US$6.00 per share, for a total transaction value of up to US$1.31 billion.
Management Systems Resources Inc.
Acted for Management Systems Resources Inc., a leading provider of automated global trade compliance software solutions, in the sale of the Visual Compliance and eCustoms business to Descartes Systems Group for $330 million.
Enercare Inc.
Acted for Enercare Inc., one of North America's largest home and commercial services and energy solutions companies, in its $4.3-billion sale to Brookfield Infrastructure and its institutional partners by way of plan of arrangement.
Blue Wolf Capital Partners LLC
Acted as Canadian counsel to Blue Wolf Capital Partners LLC on the acquisition and related financing of a majority stake in The State Group Inc., a leading North American multi-trade industrial and specialty services contractor.
Khan Resources Inc.
Acted for Khan Resources Inc. in the proposed acquisition by Arden Holdings Ltd. of all the shares of Khan by way of plan of arrangement.
TIO Networks Corp.
Acted for the Special Committee of the board of directors of TIO Networks Corp., in connection with its $304-million acquisition by PayPal Holdings, Inc. TIO is a North American cloud-based multi-channel bill payment processing and receivables management company.
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.
Advance Engineered Products Ltd.
Acted for Advance Engineered Products Ltd. in connection with its sale of Westech Vac Systems Ltd. to FST Canada Inc., a subsidiary of Federal Signal Corporation.
AirBoss of America Corp.
Acted for AirBoss of America Corp. in connection with its successfully amended $138-million senior secured credit facilities.
Ironbridge Equity Partners
Acted for Ironbridge Equity Partners in its acquisition of Advance Engineered Products Ltd.'s tank production and services business under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The assets purchased also include the mobile vacuum systems business carried on under the Westech Vac Systems name and the metal fabrication and machining business carried on under the Dumur Industries name.
Airboss of America Corp.
Acted for AirBoss of America Corp. in connection with its acquisition of Immediate Response Technologies, LLC, a privately owned U.S. company that is a leading provider of personal protection and safety products, for an initial purchase price of approximately US$37 million with additional contingent payments of up to approximately US$25 million.
Tecpetrol International S.A.
Acted for Tecpetrol International S.A. and Tecpetrol Internacional S.L. (Unipersonal) in connection with the agreement to acquire all of the issued and outstanding common shares of Americas Petrogas Argentina S.A from Americas Petrogas Inc. for a cash purchase price of $77.6 million.
Temasek Holdings (Private) Limited
Acted for Temasek Holdings (Private) Limited in connection with its investment, together with CEF Holdings Limited, in Magris Resources Inc. to fund Magris' initial acquisition of Iamgold Corp's Niobec mine for approximately US$530 million.
Aurora Oil & Gas Ltd.
Acted as Canadian counsel to Aurora Oil & Gas Ltd. in connection with its acquisition by Baytex Energy Corp. via a Scheme of Arrangement for AUD$1.9 billion.
Dec. 15, 2020 - The economic dislocation caused by the COVID-19 pandemic has led to an uptick in “busted deal” litigation in M&A transactions in the United States and Canada. 1 The crux of the litigation is whether the buyer may abandon the transaction without penalty on the basis of allegations that the pandemic...
BlackBerry Minority Shareholder Forces Changes to Related Party Transactions with Fairfax
Oct. 15, 2020 - BlackBerry Ltd. completed an amended debt refinancing transaction with its significant shareholder Fairfax Financial Holdings Limited (Fairfax), on September 1, 2020, after having made changes to the transaction terms on two separate occasions. These included downsizing the financing from US$535...
Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Ontario
IFLR1000: Guide to the World’s Leading Financial Law Firms—Capital Markets; Corporate and M&A
The Legal 500 Canada—Corporate and M&A (Next Generation Partner)
Lexpert Special Edition: Finance and M&A
The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Mergers and Acquisitions
The Best Lawyers in Canada—Mergers and Acquisitions Law
Ontario, 2002
Peter A. Allard School of Law, University of British Columbia, LLB (Gold Medallist), 2000
Queen’s University, BA (Honours), 1996
Brett teaches advanced corporate law at the Queen’s University Faculty of Law.
Brett achieves success for clients by immersing himself in their businesses and finding creative solutions to the challenges in their transactions.
Canadian and international clients – both public and private – choose Brett to advise on their domestic and cross-border mergers and acquisitions, capital market transactions, going-private transactions and corporate governance matters. Brett’s big-picture approach has earned the trust of clients across a broad range of industries, including telecommunications and media, manufacturing, energy, mining and private equity.
Brett teaches an advanced course in corporate law at Queen’s University’s Faculty of Law.
Shaw Communications Inc.
Acting for Shaw Communications Inc. in its joint C$2.85-billion sale with Rogers Communications Inc. of Freedom Mobile Inc. to Quebecor Inc.
Premium Nickel Resources Corporation
Acting for the special committee of the board of directors of Premium Nickel Resources Corporation in its reverse takeover of North American Nickel Inc.
Waterton Global Resource Management LP
Acted for Waterton Global Resource Management LP in the sale of Nevada gold portfolio from Clover Nevada LLC to Element79 Gold Corp. The portfolio consists of the flagship Maverick Springs Project and 15 additional projects that comprise the Battle Mountain portfolio.
Russel Metals Inc.
Acted for Russel Metals Inc. in its US$110-million acquisition of Boyd Metals, a metal services centre operator with locations in Arkansas, Missouri, Oklahoma and Texas.
The Pallinghurst Group
Acted for The Pallinghurst Group in its acquisition, through Pallinghurst Nickel International Limited, of a 19.2% interest in Talon Metals Corp. from Resource Capital Fund VI L.P. Talon Metals is a TSX-listed base metals company with a nickel-copper-cobalt project in the United States.
Lithium Royalty Corp.
Acted for Lithium Royalty Corp. (LRC) in connection with its right to purchase a 60% interest in the Moblan mining project held by Guo Ao Lithium Ltd. for US$86.5 million, which right was assigned from LRC to Sayona Mining prior to closing.
AirBoss of America Corp.
Acted for AirBoss of America Corp. in its US$42.5-million acquisition and related financing of Ace Elastomer, Inc., a leading North American custom rubber compounder.
Serruya Private Equity
Acting for Serruya Private Equity in connection with the backstopped US$100-million equity investment in MedMen Enterprises Inc., a premier U.S. cannabis retailer.
Russel Metals Inc.
Acted for Russel Metals Inc., one of the largest metals distribution companies in North America, in its joint venture with Marubeni-Itochu Tubulars America Inc. whereby each company combined their respective Canadian OCTG/line pipe business into a newly incorporated company, named TriMark Tubulars Ltd.
Waterton Global Resource Management LP
Acted for Waterton Global Resource Management LP in its sale to Galane Gold Ltd. of the Summit Mine and the infrastructure constituting the Banner Mill in New Mexico from Pyramid Peak Mining, LLC, a wholly owned subsidiary of Waterton.
Shaw Communications Inc.
Acting 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.
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.
Warner Media, LLC
Acted for Warner Media, LLC in its indirect acquisition, by way of plan of arrangement, of all of the issued and outstanding shares of You i Labs Inc., a leading provider of cross-platform development tools for television and media companies.
AirBoss of America Corp.
Acted for AirBoss of America Corp. in its acquisition of the 45% minority interest in AirBoss Defense Group that it did not own from Critical Solutions Holdings, LLC.
A long-term shareholder of BlackBerry Limited
Acted for a long-term shareholder in BlackBerry Limited, in engaging with staff of the TSX and OSC regarding requiring shareholder approval of BlackBerry's September 2020 recapitalization. Successful in having BlackBerry provide additional public disclosure and compelling BlackBerry to amend the transaction terms.
Blackstone Tactical Opportunities
Acted for Blackstone Tactical Opportunities, a fund managed by Blackstone, in its sale of TITUS Inc., an Ottawa-based leading provider of data classification and categorization solutions, to an affiliate of HelpSystems Holdings, Inc.
Waterton Global Resource Management, Inc.
Acted for Waterton Global Resource Management, Inc. in its sale of the Getchell gold project in Nevada to Premier Gold Mines Limited for consideration of up to US$85 million.
Lead Investor
Acted for the lead investor in a US$30-million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.
Hostess Brands, Inc.
Acted as Canadian counsel to Hostess Brands Inc. in its $425-million acquisition of Voortman Cookies Limited from Swander Pace Capital.
Temasek
Acted for Temasek, as lead investor, in the initial round of Series E financing of General Fusion Inc., a British Columbia-based fusion energy start-up that is working to commercialize nuclear fusion technology.
Greenhill & Co. Canada Ltd.
Advising Greenhill & Co. Canada Ltd. in its fairness opinion and formal valuation to the delivery of a special committee and board of directors of Canfor Corporation in Canfor's going-private transaction with Great Pacific Capital Corporation for approximately $1 billion.
Russel Metals Inc.
Acted for Russel Metals Inc. in its $160-million acquisition of City Pipe & Supply Corp., a Texas-based supplier of pipe, valves, and fittings to oil and gas companies in the United States.
Shaw Communications Inc.
Acted for Shaw Communications Inc. in a $548-million secondary bought deal offering of 80,630,383 Class B non-voting participating shares of Corus Entertainment Inc.
AirBoss of America Corp.
Acted for AirBoss of America Corp. to form a new defense business, AirBoss Defense Group, through the merger of its AirBoss Defense business and other operations in Acton Vale, Québec, with privately owned, U.S.-based Critical Solutions International, Inc., in a transaction valued at approximately US$132.7 million.
Ipsen S.A.
Acted for French biopharmaceutical company Ipsen in the acquisition of Québec-based Clementia Pharmaceuticals for a purchase price of US$25.00 per share in cash upfront, plus a contingent value right (CVR) of US$6.00 per share, for a total transaction value of up to US$1.31 billion.
Management Systems Resources Inc.
Acted for Management Systems Resources Inc., a leading provider of automated global trade compliance software solutions, in the sale of the Visual Compliance and eCustoms business to Descartes Systems Group for $330 million.
Enercare Inc.
Acted for Enercare Inc., one of North America's largest home and commercial services and energy solutions companies, in its $4.3-billion sale to Brookfield Infrastructure and its institutional partners by way of plan of arrangement.
Blue Wolf Capital Partners LLC
Acted as Canadian counsel to Blue Wolf Capital Partners LLC on the acquisition and related financing of a majority stake in The State Group Inc., a leading North American multi-trade industrial and specialty services contractor.
Khan Resources Inc.
Acted for Khan Resources Inc. in the proposed acquisition by Arden Holdings Ltd. of all the shares of Khan by way of plan of arrangement.
TIO Networks Corp.
Acted for the Special Committee of the board of directors of TIO Networks Corp., in connection with its $304-million acquisition by PayPal Holdings, Inc. TIO is a North American cloud-based multi-channel bill payment processing and receivables management company.
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.
Advance Engineered Products Ltd.
Acted for Advance Engineered Products Ltd. in connection with its sale of Westech Vac Systems Ltd. to FST Canada Inc., a subsidiary of Federal Signal Corporation.
AirBoss of America Corp.
Acted for AirBoss of America Corp. in connection with its successfully amended $138-million senior secured credit facilities.
Ironbridge Equity Partners
Acted for Ironbridge Equity Partners in its acquisition of Advance Engineered Products Ltd.'s tank production and services business under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The assets purchased also include the mobile vacuum systems business carried on under the Westech Vac Systems name and the metal fabrication and machining business carried on under the Dumur Industries name.
Airboss of America Corp.
Acted for AirBoss of America Corp. in connection with its acquisition of Immediate Response Technologies, LLC, a privately owned U.S. company that is a leading provider of personal protection and safety products, for an initial purchase price of approximately US$37 million with additional contingent payments of up to approximately US$25 million.
Tecpetrol International S.A.
Acted for Tecpetrol International S.A. and Tecpetrol Internacional S.L. (Unipersonal) in connection with the agreement to acquire all of the issued and outstanding common shares of Americas Petrogas Argentina S.A from Americas Petrogas Inc. for a cash purchase price of $77.6 million.
Temasek Holdings (Private) Limited
Acted for Temasek Holdings (Private) Limited in connection with its investment, together with CEF Holdings Limited, in Magris Resources Inc. to fund Magris' initial acquisition of Iamgold Corp's Niobec mine for approximately US$530 million.
Aurora Oil & Gas Ltd.
Acted as Canadian counsel to Aurora Oil & Gas Ltd. in connection with its acquisition by Baytex Energy Corp. via a Scheme of Arrangement for AUD$1.9 billion.
Dec. 15, 2020 - The economic dislocation caused by the COVID-19 pandemic has led to an uptick in “busted deal” litigation in M&A transactions in the United States and Canada. 1 The crux of the litigation is whether the buyer may abandon the transaction without penalty on the basis of allegations that the pandemic...
BlackBerry Minority Shareholder Forces Changes to Related Party Transactions with Fairfax
Oct. 15, 2020 - BlackBerry Ltd. completed an amended debt refinancing transaction with its significant shareholder Fairfax Financial Holdings Limited (Fairfax), on September 1, 2020, after having made changes to the transaction terms on two separate occasions. These included downsizing the financing from US$535...
Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Ontario
IFLR1000: Guide to the World’s Leading Financial Law Firms—Capital Markets; Corporate and M&A
The Legal 500 Canada—Corporate and M&A (Next Generation Partner)
Lexpert Special Edition: Finance and M&A
The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Mergers and Acquisitions
The Best Lawyers in Canada—Mergers and Acquisitions Law
Ontario, 2002
Peter A. Allard School of Law, University of British Columbia, LLB (Gold Medallist), 2000
Queen’s University, BA (Honours), 1996
Brett teaches advanced corporate law at the Queen’s University Faculty of Law.
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