“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.
Bank of Montreal, Royal Bank of Canada and The Bank of Nova Scotia
Acted for Bank of Montreal, Royal Bank of Canada and The Bank of Nova Scotia, as lenders, in the establishment of approximately $1.1 billion in secured margin loan facilities made available to a number of shareholders of GFL Environmental Holdings Inc. The margin loans were established in connection with the initial public offering of subordinate voting shares and tangible equity units of GFL Environmental Inc.
Acted for Fortis Inc. and its subsidiary FortisOntario Inc. in connection with Ontario's largest First-Nations-led transmission project being undertaken by Wataynikaneyap Power LP, a partnership between 24 First Nations and private investors led by Fortis. This project was one of Lexpert's Top 10 deals of 2019.
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.
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.
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.
McCain Foods Limited
Acted for McCain Foods Limited in establishing an acquisition credit facility with Farm Credit Corporation to fund a portion of the purchase price of McCain's C$70-million acquisition of Hillspring Farms Ltd., a Canadian farmer of potatoes.
Back to Normal? Ontario Court of Appeal Overturns ClearFlow Decision on Interest Disclosure under Section 4 of Interest Act
Sept. 06, 2018 - Early in 2018, lenders and their counsel were surprised and alarmed by the Ontario Superior Court of Justice decision in Solar Power Network Inc. v ClearFlow Energy Finance Corp., which threatened to disrupt a long-established consensus that section 4 of the Canadian federal Interest...
Interest Disclosure under Section 4 of the Interest Act: The Ghost Is Clanking Its Chains Again
Feb. 09, 2018 - Section 4 of the Canadian federal Interest Act, an interest disclosure provision first enacted in 1897 and surviving almost unchanged today, has been of little concern to lenders for the past quarter-century. A series of judicial decisions in the early 1990s seemed to have limited its...
Perfection by Control of Security Interests in Cash Collateral Accounts: Recent Ontario Developments
Dec. 07, 2016 - From a lender’s perspective, perfection of its security interest in collateral by control provides stronger protection than perfection by registration. A security interest perfected by control will generally prevail over other interests in the same collateral, including even a prior security...
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...
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...
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 banking...
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...
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...
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; 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
Lexpert Special Edition: Finance and M&A
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; 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—Banking; Government Contracts; Project Finance; Who’s Who Legal: Banking—Finance; Who’s Who Legal: Government Contracts; Who’s Who Legal: Project Finance
Expert Guides’ Best of the Best; Expert Guides’ Women in Business Law; Expert Guides—Banking; Project Finance