Carol D. Pennycook

Partner

Carol D. Pennycook

Carol D. Pennycook

Partner

Bar Admissions
  • Ontario, 1985
    Alberta, 1981

“Superstar in project finance.”
Chambers Canada 2017

For more than 30 years, clients have turned to Carol as a trusted adviser. They have described her as “fantastic in driving deals forward and very thoughtful in drafting and considering client needs.” (Chambers Global 2016)

Recognized as a Star Individual in Chambers Global, Carol advises on a wide range of transactions – corporate finance, structured finance, project finance, debt capital market offerings, private equity, mergers and acquisitions, and corporate reorganizations.

A significant portion of Carol’s practice is devoted to financing transactions, acting for both borrowers and lenders. Public and private companies and financial institutions choose Carol for her ability to structure innovative financing solutions, both Canadian and cross-border, for their specific requirements.

Carol acts in many of the highest-profile public-private partnership projects in Canada and the U.S. She has achieved great success for borrower and lender clients in complex infrastructure financings.

She is a former director of PPP Canada and a former member of our firm’s Management Committee.

Carol D. Pennycook

Partner

“Superstar in project finance.”
Chambers Canada 2017

For more than 30 years, clients have turned to Carol as a trusted adviser. They have described her as “fantastic in driving deals forward and very thoughtful in drafting and considering client needs.” (Chambers Global 2016)

Recognized as a Star Individual in Chambers Global, Carol advises on a wide range of transactions – corporate finance, structured finance, project finance, debt capital market offerings, private equity, mergers and acquisitions, and corporate reorganizations.

A significant portion of Carol’s practice is devoted to financing transactions, acting for both borrowers and lenders. Public and private companies and financial institutions choose Carol for her ability to structure innovative financing solutions, both Canadian and cross-border, for their specific requirements.

Carol acts in many of the highest-profile public-private partnership projects in Canada and the U.S. She has achieved great success for borrower and lender clients in complex infrastructure financings.

She is a former director of PPP Canada and a former member of our firm’s Management Committee.

TransEd Partners consortium

Acted for the TransEd Partners consortium, comprised of Fengate Capital Management Ltd., Bechtel Development Company, Inc., EllisDon Capital Inc. and Bombardier Transportation Canada Inc., in its winning bid in excess of $1.8 billion for the design, build, finance, operation and maintenance of the City of Edmonton's Valley Line Light Rail Transit Project, which is the city's first public-private partnership project. The Valley Line is the largest single infrastructure project in Edmonton's history. Davies acted as lead transaction counsel for the consortium, including in the negotiation of the project documents with the City of Edmonton, the design-build documentation with the design-build contractor (which includes vehicles on this project), 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. The financing included $394-million senior long-term amortizing bonds with final maturity date of September 30, 2050 and a $200-million senior construction period credit facility.

Fortis Inc.

Acted for Fortis Inc. in connection with its US$11.3-billion acquisition of Novi, Michigan-based ITC Holdings Corp., the largest independent electric transmission company in the United States.

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.

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.

Delta Air Lines, Inc. (Delta)

Acted as Canadian counsel to Delta Air Lines, Inc. (Delta) in its purchase from Bombardier of 75 CS100 aircraft with options for an additional 50 CS100 aircraft. Based on the list price, the firm order is valued at approximately $5.6 billion. Deliveries of the state-of-the-art aircraft to Delta are scheduled to begin in 2018.

Acciona-Led Consortium

Acted as transaction counsel for a consortium comprised of Acciona Agua S.A., Acciona Agua Internacional, S.L. and Acciona Infrastructure Canada Inc., in its winning bid of $525 million for the design, build and finance of the Lions Gate Wastewater Treatment Plant project. Davies acted as lead transaction counsel for the consortium, including in the negotiation of the project documents with the Greater Vancouver Sewerage & Drainage District, the design-build documentation with the design-build contractor and the financing agreements with the lenders.

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.

Bank of Montreal

Acted for Bank of Montreal and a syndicate of lenders in the establishment of a $275-million revolving credit facility for Jamieson Laboratories Ltd. and its U.S. subsidiary.

BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.

Acted for a syndicate of dealers co-led by BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. in the filing of a renewal base shelf prospectus for the offering of up to $1.6 billion in medium term notes by 407 International Inc.

Oakland Corridor Partners

Acted as transaction counsel to Oakland Corridor Partners team, comprising John Laing Investments Limited, AECOM Capital, Inc., Jay Dee Contractors, Inc., Ajax Paving Industries, Inc., Dan's Excavating, Inc. and C.A. Hull, in its winning bid for the design, build, financing and maintenance of the third and final segment of the I-75 Modernization Project in Michigan.

LA Gateway Partners

Acted as lead transaction counsel for LA Gateway Partners in its approximately US$2-billion contract to design, build, finance, operate and maintain the Los Angeles International Airport (LAX) Consolidated Rent-A-Car Facility (ConRAC) development project. The development of the new facility will consolidate the operations of rental car agencies at LAX, which are currently spread across 23 separate properties surrounding the airport. Comprising 5.3 million square feet, the LAX ConRAC will be the largest ConRAC facility ever built.

Syndicate of agents

Acted for a syndicate of agents co-led by RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc. in Greater Toronto Airports Authority's offering of $500 million 3.26% Notes due June 1, 2037.

Nomura Securities International, Inc.

Acted for Nomura Securities International, Inc. in the refinancing of credit facilities in an aggregate amount of approximately $230 million made available for the long-term operation of seven 10-MW ground-mount solar photovoltaic projects in Ontario, each of which had been awarded a 20-year power purchase contract with the IESO.

BMO Nesbitt Burns and RBC Dominion Securities

Acted for a syndicate of underwriters led by BMO Nesbitt Burns and RBC Dominion Securities in connection with a $350-million public offering of senior medium-term notes of 407 International Inc.

Fortis Inc.

Acted for Fortis Inc. in the US$1.2-billion sale of a 19.9% interest in ITC Holdings Corp. to GIC, a sovereign wealth fund of the Government of Singapore.

RBC Dominion Securities and BMO Nesbitt Burns

Acted for a syndicate of underwriters led by RBC Dominion Securities and BMO Nesbitt Burns in connection with a $500-million public offering of senior medium-term notes of 407 International Inc. under its shelf prospectus.

BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.

Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. in connection with a $300-million offering of 5-year medium term notes of the Greater Toronto Airports Authority.

Bank of Montréal

Acted for Bank of Montréal in connection with Fiera Axium Infrastructure Inc.'s $267-million financing of Montréal Gateway Terminals.

The Pioneer Group Inc.

Acted for The Pioneer Group Inc. in connection with the sale of Pioneer Energy to Parkland Fuel Corp. for approximately $378 million.

Bank of Montréal

Acted for Bank of Montréal in connection with the financing of the acquisition of Huntingdon Capital Corp. by Slate Capital Corporation.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction of the William Rutley solar project, a 10 MW ground-mount solar project located in Ingleside, 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 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.

Fortis Inc.

Acted for Fortis Inc. in its $1.8-billion offering of convertible debentures represented by instalment receipts. The net proceeds from this offering are being used indirectly to partially finance the US$2.5-billion cash purchase price paid by Fortis to acquire UNS Energy Corporation, an Arizona-based integrated utility services holding company. The offering marked the first time in almost two decades that debentures were sold using an instalment receipt structure.

Bank of America Merrill Lynch

Acted for Bank of America Merrill Lynch as arranger, lender and financial advisor with respect to a $5.1-billion financing to Loblaw Companies Limited on its $12.4-billion acquisition of Shoppers Drug Mart Corporation.

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.

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.

Fortis Inc.

Acted for Fortis Inc. in connection with its private placement of US$325 million of senior unsecured notes to institutional purchasers in the United States.

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.

Bank of Montreal and BMO Nesbitt Burns

Acted for Bank of Montreal and BMO Nesbitt Burns Inc. in connection with the 2008 restructuring of over $2 billion of asset-backed debt obligations and related credit derivatives transactions of Apex Trust and Sitka Trust.

Fortis Inc.

Acted for Fortis Inc. on its acquisition of all of the issued and outstanding shares of Aquila, Inc.'s utility subsidiaries in Alberta and British Columbia.

Article

The Banking Regulation Review, 7th ed.: Canada Chapter

May 01, 2016 - Containing submissions from authors in 40 countries and territories, The Banking Regulation Review is a comprehensive guide to regulatory banking law around the world. A team of Davies lawyers has contributed the Canada chapter, which provides a thorough overview of the country’s banking...

In the News

Upfront Deal Terms Negotiation Increasing in U.S. Canada Less So – Lexpert

Dec. 10, 2015 - In this Lexpert article that examines how the U.S. trend toward upfront negotiation of acquisition finance terms is less pronounced in Canada, Davies partner Carol Pennycook discusses two situations in which she has observed exceptions: M&A auctions involving more than one bidder and...

Bulletin

Women on Boards: An OSC Report Card and What’s Next

Sept. 29, 2015 - CSA Multilateral Staff Notice 58-307 released on September 28, 2015, reports on the results of OSC and other participating regulators’ staff review of the corporate disclosure of over 700 TSX-listed issuers regarding their compliance with the amendments to National Instrument 58-101, Disclosure...

Article

The Banking Regulation Review, 6th ed.: Canada Chapter

June 08, 2015 - Containing submissions from authors in 48 countries and territories, The Banking Regulation Review is a comprehensive guide to regulatory banking law around the world. A team of Davies lawyers has contributed the Canada chapter, which provides a thorough overview of the country’s...

Bulletin

Women on Boards and in Senior Management: Final Disclosure Rules Released

Oct. 15, 2014 - On October 15, 2014, the securities regulatory authorities of Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan (the participating jurisdictions) announced the final amendments to National Instrument 58-101...

Guide

Davies Insights – Women on Boards

Sept. 22, 2014 - Corporate governance leaders in North America and abroad are facing pressure by regulators and other market participants to enhance gender diversity in public companies. While some progress has been made in the number of women holding public company leadership positions, that progress continues to...

Article

The Banking Regulation Review: Canada Chapter

May 01, 2014 - This chapter from The Banking Regulation Review, 5th ed., provides a thorough overview of banking regulation in Canada, including the regulatory regime applicable to banks, prudential regulation, conduct of business, funding, control of banks and transfer of banking business, and a review...

Chambers Global: The World’s Leading Lawyers for Business—Banking and Finance; Projects: PPP and Infrastructure; Project Finance (Band 1)

Chambers Canada: Canada’s Leading Lawyers for Business—Banking and Finance; Project Finance (Band 1)

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

The Legal 500 Canada—Banking and Finance (Leading Lawyer); Infrastructure and Projects (Leading Lawyer)

WXN—Canada’s Most Powerful Women: Top 100 Award

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Banking and Financial Institutions; Corporate Commercial Law; Project Finance

Report on Business/Lexpert Special Edition Canada’s Leading Energy Lawyers

Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers

Report on Business/Lexpert Special Edition Canada’s Leading Infrastructure Lawyers

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Financing

The Canadian Legal Lexpert Directory—Banking and Financial Institutions (Most Frequently Recommended); Corporate Commercial Law (Most Frequently Recommended); Infrastructure Law (Most Frequently Recommended); Project Finance (Most Frequently Recommended); Corporate Finance and Securities; Derivative Instruments; Energy: Electricity; Mergers and Acquisitions; Private Equity

Lexpert Zenith Award—Canada’s Leading Women Lawyers

The Best Lawyers in Canada—Banking and Finance Law (Lawyer of the Year 2016 and 2020, Toronto); Corporate Law (Finance); Derivatives Law (Lawyer of the Year 2014, Toronto); Energy Law; Project Finance Law; Securities Law

Martindale-Hubbell—AV Preeminent Ranking

Who’s Who Legal: Canada—Government Contracts; Project Finance; Banking; Who’s Who Legal: Project Finance; Who’s Who Legal: Banking—Finance; Who’s Who Legal: Government Contracts

Expert Guides’ Best of the Best; Expert Guides’ Women in Business Law; Expert Guides—Banking; Project Finance

Bar Admissions

Ontario, 1985
Alberta, 1981

Education

University of Calgary, JD, 1980
University of Calgary, BSc, 1972

Board Memberships

PPP Canada (P3C), former director

Community Involvement

Carswell’s Canadian Corporation Precedents and Canadian Securities Law Precedents, Editorial Board
Government of Ontario, Commodity Futures Act, Advisory Committee, chair
Montréal Heart Institute, Polo avec Coeur fundraiser, organizer

Teaching Engagements

Carol is an adjunct professor at Osgoode Hall Law School. She assisted in developing and now coordinates the Advanced Business Law Workshop on mergers and acquisitions.

“Superstar in project finance.”
Chambers Canada 2017

For more than 30 years, clients have turned to Carol as a trusted adviser. They have described her as “fantastic in driving deals forward and very thoughtful in drafting and considering client needs.” (Chambers Global 2016)

Recognized as a Star Individual in Chambers Global, Carol advises on a wide range of transactions – corporate finance, structured finance, project finance, debt capital market offerings, private equity, mergers and acquisitions, and corporate reorganizations.

A significant portion of Carol’s practice is devoted to financing transactions, acting for both borrowers and lenders. Public and private companies and financial institutions choose Carol for her ability to structure innovative financing solutions, both Canadian and cross-border, for their specific requirements.

Carol acts in many of the highest-profile public-private partnership projects in Canada and the U.S. She has achieved great success for borrower and lender clients in complex infrastructure financings.

She is a former director of PPP Canada and a former member of our firm’s Management Committee.

TransEd Partners consortium

Acted for the TransEd Partners consortium, comprised of Fengate Capital Management Ltd., Bechtel Development Company, Inc., EllisDon Capital Inc. and Bombardier Transportation Canada Inc., in its winning bid in excess of $1.8 billion for the design, build, finance, operation and maintenance of the City of Edmonton's Valley Line Light Rail Transit Project, which is the city's first public-private partnership project. The Valley Line is the largest single infrastructure project in Edmonton's history. Davies acted as lead transaction counsel for the consortium, including in the negotiation of the project documents with the City of Edmonton, the design-build documentation with the design-build contractor (which includes vehicles on this project), 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. The financing included $394-million senior long-term amortizing bonds with final maturity date of September 30, 2050 and a $200-million senior construction period credit facility.

Fortis Inc.

Acted for Fortis Inc. in connection with its US$11.3-billion acquisition of Novi, Michigan-based ITC Holdings Corp., the largest independent electric transmission company in the United States.

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.

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.

Delta Air Lines, Inc. (Delta)

Acted as Canadian counsel to Delta Air Lines, Inc. (Delta) in its purchase from Bombardier of 75 CS100 aircraft with options for an additional 50 CS100 aircraft. Based on the list price, the firm order is valued at approximately $5.6 billion. Deliveries of the state-of-the-art aircraft to Delta are scheduled to begin in 2018.

Acciona-Led Consortium

Acted as transaction counsel for a consortium comprised of Acciona Agua S.A., Acciona Agua Internacional, S.L. and Acciona Infrastructure Canada Inc., in its winning bid of $525 million for the design, build and finance of the Lions Gate Wastewater Treatment Plant project. Davies acted as lead transaction counsel for the consortium, including in the negotiation of the project documents with the Greater Vancouver Sewerage & Drainage District, the design-build documentation with the design-build contractor and the financing agreements with the lenders.

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.

Bank of Montreal

Acted for Bank of Montreal and a syndicate of lenders in the establishment of a $275-million revolving credit facility for Jamieson Laboratories Ltd. and its U.S. subsidiary.

BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.

Acted for a syndicate of dealers co-led by BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. in the filing of a renewal base shelf prospectus for the offering of up to $1.6 billion in medium term notes by 407 International Inc.

Oakland Corridor Partners

Acted as transaction counsel to Oakland Corridor Partners team, comprising John Laing Investments Limited, AECOM Capital, Inc., Jay Dee Contractors, Inc., Ajax Paving Industries, Inc., Dan's Excavating, Inc. and C.A. Hull, in its winning bid for the design, build, financing and maintenance of the third and final segment of the I-75 Modernization Project in Michigan.

LA Gateway Partners

Acted as lead transaction counsel for LA Gateway Partners in its approximately US$2-billion contract to design, build, finance, operate and maintain the Los Angeles International Airport (LAX) Consolidated Rent-A-Car Facility (ConRAC) development project. The development of the new facility will consolidate the operations of rental car agencies at LAX, which are currently spread across 23 separate properties surrounding the airport. Comprising 5.3 million square feet, the LAX ConRAC will be the largest ConRAC facility ever built.

Syndicate of agents

Acted for a syndicate of agents co-led by RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc. in Greater Toronto Airports Authority's offering of $500 million 3.26% Notes due June 1, 2037.

Nomura Securities International, Inc.

Acted for Nomura Securities International, Inc. in the refinancing of credit facilities in an aggregate amount of approximately $230 million made available for the long-term operation of seven 10-MW ground-mount solar photovoltaic projects in Ontario, each of which had been awarded a 20-year power purchase contract with the IESO.

BMO Nesbitt Burns and RBC Dominion Securities

Acted for a syndicate of underwriters led by BMO Nesbitt Burns and RBC Dominion Securities in connection with a $350-million public offering of senior medium-term notes of 407 International Inc.

Fortis Inc.

Acted for Fortis Inc. in the US$1.2-billion sale of a 19.9% interest in ITC Holdings Corp. to GIC, a sovereign wealth fund of the Government of Singapore.

RBC Dominion Securities and BMO Nesbitt Burns

Acted for a syndicate of underwriters led by RBC Dominion Securities and BMO Nesbitt Burns in connection with a $500-million public offering of senior medium-term notes of 407 International Inc. under its shelf prospectus.

BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.

Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. in connection with a $300-million offering of 5-year medium term notes of the Greater Toronto Airports Authority.

Bank of Montréal

Acted for Bank of Montréal in connection with Fiera Axium Infrastructure Inc.'s $267-million financing of Montréal Gateway Terminals.

The Pioneer Group Inc.

Acted for The Pioneer Group Inc. in connection with the sale of Pioneer Energy to Parkland Fuel Corp. for approximately $378 million.

Bank of Montréal

Acted for Bank of Montréal in connection with the financing of the acquisition of Huntingdon Capital Corp. by Slate Capital Corporation.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction of the William Rutley solar project, a 10 MW ground-mount solar project located in Ingleside, 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 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.

Fortis Inc.

Acted for Fortis Inc. in its $1.8-billion offering of convertible debentures represented by instalment receipts. The net proceeds from this offering are being used indirectly to partially finance the US$2.5-billion cash purchase price paid by Fortis to acquire UNS Energy Corporation, an Arizona-based integrated utility services holding company. The offering marked the first time in almost two decades that debentures were sold using an instalment receipt structure.

Bank of America Merrill Lynch

Acted for Bank of America Merrill Lynch as arranger, lender and financial advisor with respect to a $5.1-billion financing to Loblaw Companies Limited on its $12.4-billion acquisition of Shoppers Drug Mart Corporation.

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.

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.

Fortis Inc.

Acted for Fortis Inc. in connection with its private placement of US$325 million of senior unsecured notes to institutional purchasers in the United States.

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.

Bank of Montreal and BMO Nesbitt Burns

Acted for Bank of Montreal and BMO Nesbitt Burns Inc. in connection with the 2008 restructuring of over $2 billion of asset-backed debt obligations and related credit derivatives transactions of Apex Trust and Sitka Trust.

Fortis Inc.

Acted for Fortis Inc. on its acquisition of all of the issued and outstanding shares of Aquila, Inc.'s utility subsidiaries in Alberta and British Columbia.

Article

The Banking Regulation Review, 7th ed.: Canada Chapter

May 01, 2016 - Containing submissions from authors in 40 countries and territories, The Banking Regulation Review is a comprehensive guide to regulatory banking law around the world. A team of Davies lawyers has contributed the Canada chapter, which provides a thorough overview of the country’s banking...

In the News

Upfront Deal Terms Negotiation Increasing in U.S. Canada Less So – Lexpert

Dec. 10, 2015 - In this Lexpert article that examines how the U.S. trend toward upfront negotiation of acquisition finance terms is less pronounced in Canada, Davies partner Carol Pennycook discusses two situations in which she has observed exceptions: M&A auctions involving more than one bidder and...

Bulletin

Women on Boards: An OSC Report Card and What’s Next

Sept. 29, 2015 - CSA Multilateral Staff Notice 58-307 released on September 28, 2015, reports on the results of OSC and other participating regulators’ staff review of the corporate disclosure of over 700 TSX-listed issuers regarding their compliance with the amendments to National Instrument 58-101, Disclosure...

Article

The Banking Regulation Review, 6th ed.: Canada Chapter

June 08, 2015 - Containing submissions from authors in 48 countries and territories, The Banking Regulation Review is a comprehensive guide to regulatory banking law around the world. A team of Davies lawyers has contributed the Canada chapter, which provides a thorough overview of the country’s...

Bulletin

Women on Boards and in Senior Management: Final Disclosure Rules Released

Oct. 15, 2014 - On October 15, 2014, the securities regulatory authorities of Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan (the participating jurisdictions) announced the final amendments to National Instrument 58-101...

Guide

Davies Insights – Women on Boards

Sept. 22, 2014 - Corporate governance leaders in North America and abroad are facing pressure by regulators and other market participants to enhance gender diversity in public companies. While some progress has been made in the number of women holding public company leadership positions, that progress continues to...

Article

The Banking Regulation Review: Canada Chapter

May 01, 2014 - This chapter from The Banking Regulation Review, 5th ed., provides a thorough overview of banking regulation in Canada, including the regulatory regime applicable to banks, prudential regulation, conduct of business, funding, control of banks and transfer of banking business, and a review...

Chambers Global: The World’s Leading Lawyers for Business—Banking and Finance; Projects: PPP and Infrastructure; Project Finance (Band 1)

Chambers Canada: Canada’s Leading Lawyers for Business—Banking and Finance; Project Finance (Band 1)

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

The Legal 500 Canada—Banking and Finance (Leading Lawyer); Infrastructure and Projects (Leading Lawyer)

WXN—Canada’s Most Powerful Women: Top 100 Award

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Banking and Financial Institutions; Corporate Commercial Law; Project Finance

Report on Business/Lexpert Special Edition Canada’s Leading Energy Lawyers

Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers

Report on Business/Lexpert Special Edition Canada’s Leading Infrastructure Lawyers

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Financing

The Canadian Legal Lexpert Directory—Banking and Financial Institutions (Most Frequently Recommended); Corporate Commercial Law (Most Frequently Recommended); Infrastructure Law (Most Frequently Recommended); Project Finance (Most Frequently Recommended); Corporate Finance and Securities; Derivative Instruments; Energy: Electricity; Mergers and Acquisitions; Private Equity

Lexpert Zenith Award—Canada’s Leading Women Lawyers

The Best Lawyers in Canada—Banking and Finance Law (Lawyer of the Year 2016 and 2020, Toronto); Corporate Law (Finance); Derivatives Law (Lawyer of the Year 2014, Toronto); Energy Law; Project Finance Law; Securities Law

Martindale-Hubbell—AV Preeminent Ranking

Who’s Who Legal: Canada—Government Contracts; Project Finance; Banking; Who’s Who Legal: Project Finance; Who’s Who Legal: Banking—Finance; Who’s Who Legal: Government Contracts

Expert Guides’ Best of the Best; Expert Guides’ Women in Business Law; Expert Guides—Banking; Project Finance

Bar Admissions

Ontario, 1985
Alberta, 1981

Education

University of Calgary, JD, 1980
University of Calgary, BSc, 1972

Board Memberships

PPP Canada (P3C), former director

Community Involvement

Carswell’s Canadian Corporation Precedents and Canadian Securities Law Precedents, Editorial Board
Government of Ontario, Commodity Futures Act, Advisory Committee, chair
Montréal Heart Institute, Polo avec Coeur fundraiser, organizer

Teaching Engagements

Carol is an adjunct professor at Osgoode Hall Law School. She assisted in developing and now coordinates the Advanced Business Law Workshop on mergers and acquisitions.