Phoenix Partners Management Inc.

Acted for Phoenix Partners Management Inc. in its acquisition of Launchlife International Inc., a leading franchisor of education platforms and brands, with franchisees located in Canada, the United States and the United Kingdom.

Novacap Management Inc.

Acted for Novacap, a leading Canadian private equity firm, in connection with the rollover of its investment in the approximately $6.3-billion privatization of Nuvei Corporation to a new continuation vehicle and other Novacap funds.

Bit Digital, Inc.

Acted for Nasdaq-listed Bit Digital, Inc. in its acquisition of Enovum Data Centers Corp., a Montreal-based owner, operator, and developer of high-performance computing datacenters.

Thread Collective Inc.

Acted for Thread Collective Inc. in their acquisition of all issued and outstanding shares of 9167200 Canada Inc. (dba Kanuk), from the founder and Champlain Financial Corporation. Kanuk is a Montreal-based manufacturer and retail brand known for cold-weather apparel and winter coats, boasting an international reputation. 

Direct Travel, Inc.

Acted as Canadian counsel to Direct Travel, Inc., in its sale to a group of investors, including Durable Capital Partners, Madrona Ventures, Top Tier Capital Partners, and Blackstone Credit & Insurance, led by Steve Singh.

ROBIC, LLP

Acted as counsel to partners of ROBIC, LLP, one of Canada's preeminent intellectual property firms, in connection with ROBIC’s business combination with IPH Limited.

J.P. Morgan Securities Inc.

Acted as Canadian counsel to the initial purchasers, led by J.P. Morgan, in the private placement of US$1 billion of senior secured notes of GFL Environmental Inc.

Mountaingate Capital

Acted for Mountaingate Capital Management II, L.P. in its strategic investment in Bond Brand Loyalty Group, a leading marketing, customer experience and loyalty software management group.

Searchlight Pharma Inc.

Acted for Searchlight Pharma Inc., a Montréal-based specialty healthcare company, in its acquisition of ERFA Canada 2012 Inc., a distributor of niche pharmaceutical products across Canada that addresses underserved medical indications.

Blackstone Tactical Opportunities

Acted as Canadian counsel to funds managed by Blackstone Tactical Opportunities in their acquisition (and related financing) of H.I.G. Capital-backed Sustana Group, a Wisconsin and Quebec-based manufacturer of premium, sustainable recycled fiber, paper, and packaging products.

Stingray Group Inc.

Acted for Stingray Group Inc. in connection with the extension and increase to $450 million of its senior secured credit facilities.

Initial Purchasers

Acted as Canadian counsel to the initial purchasers, led by Barclays, in multiple private placements of senior notes and senior secured notes of GFL Environmental Inc., in an aggregate principal amount of over US$5 billion.

New Look Vision Group Inc.

Acted for New Look Vision Group Inc. in its $800-million sale to NL1 AcquireCo Inc., an entity created by funds managed by FFL Partners, LLC, a San Francisco-based private equity firm, Caisse de dépôt et placement du Québec and the Dr. H. Doug Barnes Family.

Tryg A/S

Acted as Canadian counsel to Tryg A/S in connection with its £7.2-billion joint bid with Intact Financial Corporation to acquire RSA Insurance Group plc.

Fédération des Caisses Desjardins

Acted for Fédération des Caisses Desjardins in connection with the cross-border restructuring of Cirque du Soleil under the Companies' Creditors Arrangement Act and Chapter 15 of the U.S. Bankruptcy Code as well as the implementation of cash management arrangements and other facilities.

Bank of Montreal

Acted as Canadian counsel to Bank of Montreal, as administrative agent, and a syndicate of lenders in connection with the establishment of a US$600-million incremental term credit facility (which increases the total term commitments to US$1.835 billion) in favour of certain wholly owned subsidiaries of BRP Inc.

DigitalBridge

Acted for DigitalBridge in connection with the additional $148.5 million of bank financing raised to recapitalize Beanfield Metroconnect and the related tuck-in acquisition by Beanfield of the fibre business of Aptum Technologies.

BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities

Acted as Canadian counsel to the syndicate of initial purchasers led by BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities in an offering of US$450 million of senior secured notes of Garda World Security Corporation.

Axium Infrastructure Inc.

Acted for Axium Infrastructure Inc. in establishing a mezzanine credit facility in respect of Axium Solar's Elmsley and St. Isidore solar projects in Ontario.

Moose International Inc.

Acted for Moose International Inc. in the sale of the Moose Knuckles business to a consortium of investors led by Cathay Capital.

Vista Equity Partners

Acted for Vista Equity Partners in its joint investment with TA Associates in Aptean, a leading global provider of mission-critical, industry-specific enterprise software solutions.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. in its US$5-million secured bridge loan to Triumvira Immunologics Inc. (Triumvira) to accelerate product development and the negotiation of an exclusive licence to commercialize Triumvira's future approved products for Canada, Israel, Mexico and Colombia.

The Carlyle Group

Acted as Canadian counsel to The Carlyle Group for the term loan and senior note offering financing for its joint acquisition with GIC of the global specialty chemicals business of Akzo Nobel N.V.

New Look Vision Group Inc.

Acted for New Look Vision Group Inc. in its $120-million acquisition, by way of plan of arrangement, of Iris, le groupe visuel (1990) Inc., which has a network of 147 retail locations across Québec, British Columbia, Alberta, Ontario and New Brunswick. The purchase was financed through various arrangements, including an increase of New Look's senior secured term facility with its bank syndicate, a new junior unsecured debt facility and an equity private placement.

Knight Therapeutics Inc.

Acted for a subsidiary of Knight Therapeutics Inc. on a secured loan of US$10 million to Synergy CHC Corp. to support product acquisitions as well as for general working capital purposes.

Hale Capital Partners

Acted for Hale Capital Partners in connection with a debtor in possession loan to RB Energy Inc. in a Companies' Creditors Arrangement Act proceeding.

Golden Gate Capital

Acted as Canadian counsel to Golden Gate Capital in its acquisition of 20-20 Technologies, Inc.

Restaurant Brands International Inc.

Acted as Canadian counsel for Restaurant Brands International Inc. in a US$1.5-billion private placement of first lien senior secured notes due 2024 issued by two of its subsidiaries.

Group of Leading Financial Institutions

Acted for a group of leading financial institutions in connection with the $1.25-billion refinancing for Air Canada. The group included TD Securities Inc., as representative of the initial purchasers of $200-million of Air Canada's 4.75% senior secured notes due 2023, and JPMorgan Chase Bank, N.A., as administrative agent and lender under a new US$1.1-billion senior secured credit facility.

AirBoss of America Corp.

Acted for AirBoss of America Corp. in connection with its successfully amended $138-million senior secured credit facilities.

Plusgrade L.P.

Acted for Plusgrade L.P. and its partners in connection with an investment by Boston-based private equity firm TA Associates and related financing. Plusgrade is a leading provider of revenue solutions to the travel industry, such as seat upgrades and other premium services, through its proprietary software platform.

The Blackstone Group

Acted as Canadian counsel to The Blackstone Group in connection with the acquisition of GE Capital Real Estate's assets in a transaction valued at approximately US$23 billion.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. in connection with the entering into a distribution, license and supply agreement with Profound Medical 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.

Manulife Financial Corporation

Acted for a group of lenders, comprising the Manufacturers Life Insurance Company, the Caisse de Dépôt et placement du Québec and the Canada Life Assurance Company, in connection with the $491.6-million non-recourse construction and term project financing for the Upper Lillooet River and Boulder Creek run-of-river hydroelectric projects owned by Innergex Renewable Energy Inc. and Ledcor Power Group Ltd.

New Look Eyewear Inc.

Acted for New Look Vision Group Inc. in connection with its acquisition of substantially all the assets of Optic Direct Inc., doing business in Québec as Greiche & Scaff, for a purchase price of $17.75 million, and its financing arrangements to finance such acquisition, including a $10 million increase of its senior secured debt facility with its bank syndicate to $53 million, and a bought deal private placement of 500,000 subscription receipts at a price of $20.00 per receipt with a syndicate of Canadian investment firms led by GMP Securities L.P.

National Bank of Canada

Acted for National Bank of Canada in connection with its amendment of senior secured credit facilities provided to Groupe V Média with respect to its acquisition of MusiquePlus and MusiMax.

J.P. Morgan Securities Inc.

Acted for J.P. Morgan Securities Inc. as joint book runner and representative of the initial purchasers in connection with US$400-million unsecured notes of Air Canada.

Black Property Holdings L.P.

Acted as counsel to a limited partnership, the direct and indirect partners of which include The Cadillac Fairview Corporation Limited and Ontario Teachers' Pension Plan Board, in connection with a $155-million construction loan by The Toronto-Dominion Bank for the construction of Deloitte Tower, a multi-purpose state-of-the-art tower to be constructed in a historic and high profile part of downtown Montréal, Québec.

American Apparel

Acted for American Apparel in connection with the establishment of its Canadian credit facilities.

Amcor Limited

Acted for Australian packaging company Amcor Limited and its U.S. and European affiliates to establish a joint venture with equipment manufacturer Sidel for the development, licensing and commercialization of Amcor's revolutionary LiquiForm bottling technology.

New Look Eyewear Inc.

Acted for New Look Vision Group Inc. in connection with its acquisition of all the assets and business of Vogue Optical Inc. New Look financed the acquisition through new credit facilities and the private placement of subscription receipts.

New Look Eyewear Inc.

Acted for New Look Vision Group Inc. in connection with the establishment of acquisition credit facilities comprised of a $75-million senior secured syndicated credit facility and a $15-million junior unsecured debt facility.

Citibank Canada

Acted for the initial purchasers and lenders in connection with Air Canada's $1.4 billion refinancing transaction, consisting of private offerings of new senior secured notes and a new senior secured credit facility.

Tour des Canadiens L.P.

Acted for Tour des Canadiens L.P., a limited partnership, the direct and indirect partners of which include The Cadillac Fairview Corporation Limited, Ontario Teachers' Pension Plan Board, Canderel, CH Group Limited Partnership and Fonds Immobilier de Solidarité FTQ Inc. in connection with a $150-million construction facility by a consortium of lenders for the construction financing of Tour des Canadiens in Montréal, Québec.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with the acquisition of Bioniche Life Sciences Inc.'s debt facility with Capital Royalty Partners II L.P. and its affiliates for approximately US$22 million, the entering into of an amended loan agreement whereby Paladin Labs Inc. provided an additional US$8-million facility and the entering into of a licensing agreement for Bioniche Life Sciences Inc.'s bladder cancer product.

Mill Road Capital, L.P.

Acted for Mill Road Capital, L.P. in connection with its acquisition of PRT Growing Services Ltd. for $45.6 million.

Kaycan, Ltd.

Acted for Kaycan, Ltd. in connection with its agreement with Pfleiderer Canada Inc. to buy Uniboard Canada Inc. with its North American Particleboard, MDF, thermally fused melamine and laminate flooring facilities.

Le Château Inc.

Acted for Le Château Inc. in connection with the establishment of a $70-million asset-based credit facility arranged by GE Capital.

Aptalis Pharma Inc.

Acted for Aptalis Pharma Inc. in connection with the refinancing of its existing $195-million of 12.75% senior unsecured notes due 2016 with a new $200-million senior secured incremental credit facility by Bank of America, N.A.

Novacap Industries III, L.P.

Acted for Novacap Industries III, L.P., a leading Canadian private equity and venture fund, in connection with its US$87-million acquisition of Idaho Pacific Holdings, Inc. and its Canadian and U.S. subsidiaries.

Hydroméga Services Inc.

Acted for Hydroméga Services Inc. in connection with a bridge financing and project financing provided by Sun Life Assurance Company of Canada for the development and construction of four hydro projects on the Kapuskasing River in Ontario developed in partnership with certain First Nations.

Manulife Financial Corporation

Acted for The Manufacturers Life Insurance Company in connection with the project financing for the Mont-Louis Wind Farm project near the municipality of Mont-Louis in the Gaspésie region of Québec.

BELLUS Health Inc.

Acted for BELLUS Health Inc. in the negotiation of agreements pursuant to which a subsidiary of Celtic Therapeutics will acquire and license worldwide rights related to the Phase III investigational product candidate KIACTA (for the treatment of AA Amyloidosis).

Mill Road Capital, L.P.

Acted for U.S.-based private equity firm Mill Road Capital, L.P. in its successful "white knight" bid for Cossette Inc. for approximately $134 million.

Camrose Resources Limited

Acted for Camrose Resources Limited in connection with its $100-million investment by private placement in Africo Resources Ltd., a TSX-listed mining company with assets in the Congo.

Gordon Brothers Merchant Partners LLC

Acted for Gordon Brothers Merchant Partners LLC, a private equity fund, in its acquisition of a significant interest in Les Produits Aromatiques Clair de Lune Inc.

J.P. Morgan (Suisse) SA

Acted for J.P. Morgan (Suisse) SA in connection with its US$20-million secured financing of the purchase of a Bombardier aircraft by Horizon Jet Limited.

Cominar Real Estate Investment Trust

Acted for Cominar Real Estate Investment Trust in connection with its acquisition of the assets of Alexis Nihon Real Estate Investment Trust in a transaction valued at $440 million.

Co-Chair, American Bar Association, Business Law Spring Meeting 2024, “Basics of Collateral and Security Interests”; Orlando, FL

Apr. 05, 2024

Doing Business in Canada 2023, contributor

Nov. 14, 2023 - Davies’ Doing Business in Canada guide provides executives, in-house counsel and foreign investors with an overview of the legal framework governing Canadian business operations and outlines key considerations for investing and conducting business in Canada…

Canadian Bar Association, “Avis juridiques en financement : perspective québécoise”; Webinar

Nov. 16, 2020