David Wilson

Partner

David Wilson

David Wilson

Partner

Bar Admissions
  • Ontario, 2007
    New York, 1999

“I think he is great. He is a very smart, very dedicated and very thorough lawyer.”
Market Commentator – Chambers Canada 2019

David advises on a broad range of Canadian and cross-border securities transactions with a focus on capital markets. He has extensive experience representing public and private companies, investment banks and investors on a broad range of transactions, including debt and equity offerings (public and private), restructurings and liability-management transactions, private investments, public mergers and takeover bids. He also counsels public companies and investors on their Canadian securities law obligations. Combining his deep knowledge with a big-picture perspective, David provides his clients with both practical and innovative solutions. In addition, his extensive U.S. experience enables him to successfully bridge differences in securities law and practice between Canada and the U.S.

David joined Davies as a partner in 2006 after eight years practicing U.S. securities laws at a leading New York law firm.

David Wilson

Partner

“I think he is great. He is a very smart, very dedicated and very thorough lawyer.”
Market Commentator – Chambers Canada 2019

David advises on a broad range of Canadian and cross-border securities transactions with a focus on capital markets. He has extensive experience representing public and private companies, investment banks and investors on a broad range of transactions, including debt and equity offerings (public and private), restructurings and liability-management transactions, private investments, public mergers and takeover bids. He also counsels public companies and investors on their Canadian securities law obligations. Combining his deep knowledge with a big-picture perspective, David provides his clients with both practical and innovative solutions. In addition, his extensive U.S. experience enables him to successfully bridge differences in securities law and practice between Canada and the U.S.

David joined Davies as a partner in 2006 after eight years practicing U.S. securities laws at a leading New York law firm.

The Pallinghurst Group

Acting as counsel for The Pallinghurst Group, a global metals and mining industry investor, in its proposed equity investment of up to $600 million in Nemaska Lithium Inc. to help fund Nemaska's Whabouchi project in Québec. The proposed financing consists of a $200-million private placement and a $400-million rights offering guaranteed by way of a standby commitment.

TransAlta Corporation

Acted as Canadian counsel for TransAlta Corporation to establish a Canadian base shelf prospectus and associated U.S. registration statement registering the sale of up to US$2 billion in securities in the United States under the multijurisdictional disclosure system.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$75 million in high-yield notes.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its $1-billion public offering of 3.25% senior notes due 2029, issued in Canada. This offering was supported by the largest single-tranche order book on record in Canada.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$1.25-billion public offering of 4.35% senior notes due 2049, issued in the United States under the multijurisdictional disclosure system.

Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets, in the private placement of US$600 million of high-yield notes of GFL Environmental Inc.

TransAlta Corporation

Acted for TransAlta Corporation in the strategic partnership with Brookfield Renewable Partners and its institutional partners, and the associated $750-million investment by Brookfield in TransAlta to advance TransAlta's transition to clean energy. The investment will occur in two tranches (i) $350 million in the form of exchangeable debentures at first closing expected in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing expected in October 2020.

Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets

Acted for a syndicate of underwriters co-led by Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets in a US$135-million bought deal public offering of trust units by WPT Industrial REIT.

J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets, in the private placement of US$550 million of high yield notes of a subsidiary of Lions Gate Entertainment Corp.

Barrick Gold Corporation

Acting for Barrick Gold Corporation in its mutual strategic investment agreement with Shandong Gold Group Co., Ltd. and related securities laws matters. Under the agreement, Shandong Gold will purchase up to $300 million of Barrick shares and Barrick will invest an equivalent amount in shares of a publicly listed company controlled by Shandong Gold, in each case, through open market purchases.

National Bank Financial Inc. and TD Securities Inc.

Acted for the syndicate of agents, led by National Bank Financial Inc. and TD Securities Inc., in TMX Group Limited's $200-million Canadian private placement of 3.779% senior unsecured debentures.

Citigroup, Barclays, BMO Capital Markets and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by Citigroup, Barclays, BMO Capital Markets and RBC Capital Markets, in the private placement of US$400 million of high-yield notes of GFL Environmental Inc.

Rogers Communications Inc.

Acted for Rogers Communications Inc. to establish its Canadian shelf prospectus, qualifying up to $4 billion of future public offerings of debt securities in Canada, and its separate Canadian shelf prospectus and associated U.S. registration statement, registering up to US$4 billion of future public offerings of debt securities in the United States pursuant to the multijurisdictional disclosure system.

Syndicate of initial purchasers

Acted as Canadian counsel to the syndicate of initial purchasers, led by Barclays Capital Inc., BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC and Macquarie Capital, in the offering by GFL Environmental Inc. of US$400 million aggregate principal amount of 5.375% Senior Notes due 2023.

Russel Metals Inc.

Acted for Russel Metals Inc. in its private placement of $150 million of high yield notes due 2026.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$750-million underwritten public offering of senior notes due 2048, issued in the United States under the multijurisdictional disclosure system.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in the establishment of its US$1.5-billion commercial paper program.

TD Securities Inc. and National Bank Financial Inc.

Acted for the syndicate of agents, led by TD Securities Inc. and National Bank Financial Inc., for TMX Group Limited's $300-million private placement of 2.997% senior unsecured debentures.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$30 million in high yield notes and its US$30 million incremental secured term loan.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its Canadian private placement of $500 million of senior unsecured notes to partially finance Toromont's acquisition of the businesses and net operating assets of the Hewitt group of companies.

Xplornet Communications Inc.

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

Luminus Management, LLC

Acted for Luminus Management, LLC in connection with its $49 million strategic investment in common shares (resulting in a 16.7% aggregate equity interest) and 10% senior secured high yield notes of Delphi Energy Corp. and negotiation of an investor rights agreement with the issuer.

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.

Atlas Holdings LLC

Acted for Atlas Holdings in connection with Atlas's acquisition of an 80% equity interest in Millar Western Forest Products and Atlas's exchange of high-yield notes for new secured high-yield notes as the supporting noteholder for Millar Western's US$210-million note exchange transaction. The note exchange transaction was implemented under a plan of arrangement under the Canada Business Corporations Act and, together with Atlas's subsequent equity investment by way of a debt for share exchange transaction, significantly reduced Millar Western's indebtedness and strengthened its financial position, enhancing its ability to respond to and capitalize on developments in the forest products industry.

Citigroup and Morgan Stanley

Acted as Canadian counsel for Citigroup and Morgan Stanley as representatives of the initial purchasers in connection with the private placement of US$400-million aggregate principal amount of senior notes by IAMGOLD Corporation.

Fortis Inc.

Acted for Fortis Inc. in its $500-million public offering, by way of prospectus supplement, of 2.85% senior unsecured notes due 2023. Fortis established its first cross-border shelf prospectus on November 30, 2016, using the multijurisdictional disclosure system.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$500-million underwritten public offering of senior notes due 2026, issued in the United States under the multijurisdictional disclosure system.

TD Securities Inc., National Bank Financial Inc., and Morgan Stanley

Acted for a syndicate of underwriters led by TD Securities Inc., National Bank Financial Inc., and Morgan Stanley Canada Limited in connection with IAMGOLD Corporation's US$230-million public offering of common shares, conducted concurrently in Canada (excluding Québec) pursuant to Canadian prospectus requirements and in the United States pursuant to the U.S. multijurisdictional disclosure system.

BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank

Acted for a syndicate of underwriters BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank in connection with Centerra Gold Inc.'s $195-million public offering of subscription receipts. The proceeds of the offering were used to partially finance Centerra's $1.1 billion purchase of Thompson Creek Metals Company Inc.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with its private placement of an aggregate of over $100 million of securities consisting of $51 million of two series of unsecured high yield notes and $53 million of a new class of non-voting, convertible, redeemable preferred shares.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$1-billion underwritten public offering of debt securities consisting of US$700 million senior notes due 2025 and an additional US$300 million senior notes due 2044, issued in the United States under the multijurisdictional disclosure system.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in connection with its Canadian private placement of $150 million of senior unsecured notes.

Kraft Canada Inc.

Acted as counsel for The Kraft Heinz Company in connection with a Canadian private placement of C$1.0 billion of senior notes issued by its subsidiary, Kraft Canada Inc., and guaranteed by The Kraft Heinz Company and Kraft Heinz Foods Company.  This private placement was part of a series of financing transactions in other jurisdictions consummated in connection with the US$54-billion merger of H.J. Heinz Company and Kraft Foods Group, 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.

BofA Merrill Lynch, Scotiabank, ING, Societe Generale, SEB, BMO Capital Markets and GMP Securities

Acted as Canadian counsel for BofA Merrill Lynch and Scotiabank as joint book-running managers and ING, Societe Generale, SEB, BMO Capital Markets, and GMP Securities as co-managers in connection with the private placement of US$1-billion aggregate principal amount of senior secured notes by Lundin Mining Corporation. Proceeds were used to partially fund Lundin's US$1.8-billion acquisition of an 80% ownership stake in the Candelaria/Ojos del Salado copper mining operations and supporting infrastructure from Freeport-McMoRan Inc.

Deutsche Bank Securities Inc., RBC Capital Markets, LLC, CIBC World Markets Corp. and Imperial Capital, LLC

Acted as Canadian counsel for the initial purchasers, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, CIBC World Markets Corp. and Imperial Capital, LLC, in a US$375-million private placement of senior secured notes due 2019 issued by Tembec Industries Inc., a wholly-owned subsidiary of Tembec Inc.

Burger King Worldwide, Inc.

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

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with concurrent separate Canadian and U.S. public offerings in the aggregate amount of $2 billion, consisting of $250 million floating rate senior notes due 2017, $400 million senior notes due 2019 and $600 million senior notes due 2024 offered in Canada and US$750 million senior notes due 2044 offered in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

BMO Nesbitt Burns Inc. and Canaccord Genuity Corp.

Acted for a syndicate of underwriters co-led by BMO Nesbitt Burns Inc. and Canaccord Genuity Corp. in connection with a $46.1-million public offering of common shares of Altus Group Limited.

Scotia Capital Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc.

Acted for a syndicate of agents co-led by Scotia Capital Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc. in a private placement of $175-million notes due 2018 issued by Crombie Real Estate Investment Trust. The proceeds of the offering will be used to partially finance Crombie's $990-million purchase of a portfolio of 68 retail properties anchored by Safeway grocery stores in a sale-leaseback transaction with Sobeys Inc. in connection with Sobeys' $5.8 billion acquisition of the assets of Canada Safeway Limited.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$1.5 billion underwritten public offering of debt securities consisting of US$850 million senior notes due 2023 and US$650 million senior notes due 2043, made in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

Scotia Capital Inc.

Acted for a syndicate of agents co-led by Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and TD Securities Inc. in a private placement of $400-million debentures due 2018, $250-million debentures due 2023 and $350 million debentures due 2016 issued by TMX Group Limited.

BMO Capital Market

Acted for a syndicate of underwriters led by BMO Capital Markets in connection with the secondary public offering by SIR Corp. of units of SIR Royalty Income Fund.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its $1 billion underwritten public offering of debt securities consisting of US$500 million senior notes due 2023 and US$500 million senior notes due 2043, made in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $900 million aggregate principal amount of 4.70% Senior Notes due 2020.

BofA Merrill Lynch and Credit Suisse Securities (USA) LLC

Acted as Canadian counsel for the initial purchasers, BofA Merrill Lynch and Credit Suisse Securities (USA) LLC, in a US$255-million private placement of senior secured notes due 2018 issued by Tembec Industries Inc., a wholly-owned subsidiary of Tembec Inc.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $800 million aggregate principal amount of 6.11% Senior Notes due 2040.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its successful cash and share unsolicited takeover bid to acquire Enerflex Systems Income Fund, resulting in a $684-million supported transaction, and also acted for Toromont in establishing an unsecured $450-million term credit facility with a syndicate of banks to finance the acquisition.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $1 billion aggregate principal amount of debt securities, consisting of $500 million aggregate principal amount of 5.38% Senior Notes due 2019 and $500 million aggregate principal amount of 6.68% Senior Notes due 2039.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its bought deal equity offering of approximately 109 million common shares for gross proceeds of approximately US$4 billion. The common shares were offered in Canada by way of a short form prospectus and in the United States by way of a registration statement filed under the Multi-Jurisdictional Disclosure System. It is the largest bought deal equity offering in Canadian history.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $1 billion aggregate principal amount of 5.80% senior notes due 2016 made in each of the provinces of Canada through a syndicate of agents.

Detour Gold Corporation

Acted for Detour Gold Corporation in its acquisition of its controlling public company shareholder, PDX Resources Inc., through a three-cornered amalgamation for share consideration valued at $209 million.

Bulletin

OSC Announces Stakeholder Consultation on Burden Reduction

Jan. 16, 2019 - The Ontario Securities Commission (OSC) recently published OSC Staff Notice 11-784: Burden Reduction (OSC Staff Notice 11-784), seeking input from stakeholders on ways to reduce regulatory burden for issuers, registrants, investors and other market participants. OSC Staff Notice 11-784 is...

Bulletin

To Buy or Not to Buy: Dealing with a Target’s Bonds

Mar. 20, 2015 - When acquiring a Canadian public company, there is no one-size-fits-all approach to dealing with its outstanding bonds. Generally speaking, the decision whether to repurchase the target’s bonds is not entirely within an acquirer’s control. Corporate bonds – whether Canadian or U.S. – typically...

Chambers Global: The World’s Leading Lawyers for Business—Capital Markets: Debt and Equity

Chambers Canada: Canada’s Leading Lawyers for Business—Capital Markets (Nationwide)

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets: Debt; Mergers & Acquisitions

The Legal 500 Canada—Capital Markets (Leading Lawyer)

The Canadian Legal Lexpert Directory—Corporate Finance and Securities

Bar Admissions

Ontario, 2007
New York, 1999

Education

University of Toronto, LLB, 1998
University of Western Ontario, BA, 1995

Community Involvement

Practical Law Canada, Corporate and Securities Advisory Board

“I think he is great. He is a very smart, very dedicated and very thorough lawyer.”
Market Commentator – Chambers Canada 2019

David advises on a broad range of Canadian and cross-border securities transactions with a focus on capital markets. He has extensive experience representing public and private companies, investment banks and investors on a broad range of transactions, including debt and equity offerings (public and private), restructurings and liability-management transactions, private investments, public mergers and takeover bids. He also counsels public companies and investors on their Canadian securities law obligations. Combining his deep knowledge with a big-picture perspective, David provides his clients with both practical and innovative solutions. In addition, his extensive U.S. experience enables him to successfully bridge differences in securities law and practice between Canada and the U.S.

David joined Davies as a partner in 2006 after eight years practicing U.S. securities laws at a leading New York law firm.

The Pallinghurst Group

Acting as counsel for The Pallinghurst Group, a global metals and mining industry investor, in its proposed equity investment of up to $600 million in Nemaska Lithium Inc. to help fund Nemaska's Whabouchi project in Québec. The proposed financing consists of a $200-million private placement and a $400-million rights offering guaranteed by way of a standby commitment.

TransAlta Corporation

Acted as Canadian counsel for TransAlta Corporation to establish a Canadian base shelf prospectus and associated U.S. registration statement registering the sale of up to US$2 billion in securities in the United States under the multijurisdictional disclosure system.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$75 million in high-yield notes.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its $1-billion public offering of 3.25% senior notes due 2029, issued in Canada. This offering was supported by the largest single-tranche order book on record in Canada.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$1.25-billion public offering of 4.35% senior notes due 2049, issued in the United States under the multijurisdictional disclosure system.

Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets, in the private placement of US$600 million of high-yield notes of GFL Environmental Inc.

TransAlta Corporation

Acted for TransAlta Corporation in the strategic partnership with Brookfield Renewable Partners and its institutional partners, and the associated $750-million investment by Brookfield in TransAlta to advance TransAlta's transition to clean energy. The investment will occur in two tranches (i) $350 million in the form of exchangeable debentures at first closing expected in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing expected in October 2020.

Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets

Acted for a syndicate of underwriters co-led by Desjardins Capital Markets, RBC Capital Markets and BMO Capital Markets in a US$135-million bought deal public offering of trust units by WPT Industrial REIT.

J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets, in the private placement of US$550 million of high yield notes of a subsidiary of Lions Gate Entertainment Corp.

Barrick Gold Corporation

Acting for Barrick Gold Corporation in its mutual strategic investment agreement with Shandong Gold Group Co., Ltd. and related securities laws matters. Under the agreement, Shandong Gold will purchase up to $300 million of Barrick shares and Barrick will invest an equivalent amount in shares of a publicly listed company controlled by Shandong Gold, in each case, through open market purchases.

National Bank Financial Inc. and TD Securities Inc.

Acted for the syndicate of agents, led by National Bank Financial Inc. and TD Securities Inc., in TMX Group Limited's $200-million Canadian private placement of 3.779% senior unsecured debentures.

Citigroup, Barclays, BMO Capital Markets and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by Citigroup, Barclays, BMO Capital Markets and RBC Capital Markets, in the private placement of US$400 million of high-yield notes of GFL Environmental Inc.

Rogers Communications Inc.

Acted for Rogers Communications Inc. to establish its Canadian shelf prospectus, qualifying up to $4 billion of future public offerings of debt securities in Canada, and its separate Canadian shelf prospectus and associated U.S. registration statement, registering up to US$4 billion of future public offerings of debt securities in the United States pursuant to the multijurisdictional disclosure system.

Syndicate of initial purchasers

Acted as Canadian counsel to the syndicate of initial purchasers, led by Barclays Capital Inc., BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC and Macquarie Capital, in the offering by GFL Environmental Inc. of US$400 million aggregate principal amount of 5.375% Senior Notes due 2023.

Russel Metals Inc.

Acted for Russel Metals Inc. in its private placement of $150 million of high yield notes due 2026.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$750-million underwritten public offering of senior notes due 2048, issued in the United States under the multijurisdictional disclosure system.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in the establishment of its US$1.5-billion commercial paper program.

TD Securities Inc. and National Bank Financial Inc.

Acted for the syndicate of agents, led by TD Securities Inc. and National Bank Financial Inc., for TMX Group Limited's $300-million private placement of 2.997% senior unsecured debentures.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$30 million in high yield notes and its US$30 million incremental secured term loan.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its Canadian private placement of $500 million of senior unsecured notes to partially finance Toromont's acquisition of the businesses and net operating assets of the Hewitt group of companies.

Xplornet Communications Inc.

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

Luminus Management, LLC

Acted for Luminus Management, LLC in connection with its $49 million strategic investment in common shares (resulting in a 16.7% aggregate equity interest) and 10% senior secured high yield notes of Delphi Energy Corp. and negotiation of an investor rights agreement with the issuer.

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.

Atlas Holdings LLC

Acted for Atlas Holdings in connection with Atlas's acquisition of an 80% equity interest in Millar Western Forest Products and Atlas's exchange of high-yield notes for new secured high-yield notes as the supporting noteholder for Millar Western's US$210-million note exchange transaction. The note exchange transaction was implemented under a plan of arrangement under the Canada Business Corporations Act and, together with Atlas's subsequent equity investment by way of a debt for share exchange transaction, significantly reduced Millar Western's indebtedness and strengthened its financial position, enhancing its ability to respond to and capitalize on developments in the forest products industry.

Citigroup and Morgan Stanley

Acted as Canadian counsel for Citigroup and Morgan Stanley as representatives of the initial purchasers in connection with the private placement of US$400-million aggregate principal amount of senior notes by IAMGOLD Corporation.

Fortis Inc.

Acted for Fortis Inc. in its $500-million public offering, by way of prospectus supplement, of 2.85% senior unsecured notes due 2023. Fortis established its first cross-border shelf prospectus on November 30, 2016, using the multijurisdictional disclosure system.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$500-million underwritten public offering of senior notes due 2026, issued in the United States under the multijurisdictional disclosure system.

TD Securities Inc., National Bank Financial Inc., and Morgan Stanley

Acted for a syndicate of underwriters led by TD Securities Inc., National Bank Financial Inc., and Morgan Stanley Canada Limited in connection with IAMGOLD Corporation's US$230-million public offering of common shares, conducted concurrently in Canada (excluding Québec) pursuant to Canadian prospectus requirements and in the United States pursuant to the U.S. multijurisdictional disclosure system.

BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank

Acted for a syndicate of underwriters BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank in connection with Centerra Gold Inc.'s $195-million public offering of subscription receipts. The proceeds of the offering were used to partially finance Centerra's $1.1 billion purchase of Thompson Creek Metals Company Inc.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with its private placement of an aggregate of over $100 million of securities consisting of $51 million of two series of unsecured high yield notes and $53 million of a new class of non-voting, convertible, redeemable preferred shares.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$1-billion underwritten public offering of debt securities consisting of US$700 million senior notes due 2025 and an additional US$300 million senior notes due 2044, issued in the United States under the multijurisdictional disclosure system.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in connection with its Canadian private placement of $150 million of senior unsecured notes.

Kraft Canada Inc.

Acted as counsel for The Kraft Heinz Company in connection with a Canadian private placement of C$1.0 billion of senior notes issued by its subsidiary, Kraft Canada Inc., and guaranteed by The Kraft Heinz Company and Kraft Heinz Foods Company.  This private placement was part of a series of financing transactions in other jurisdictions consummated in connection with the US$54-billion merger of H.J. Heinz Company and Kraft Foods Group, 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.

BofA Merrill Lynch, Scotiabank, ING, Societe Generale, SEB, BMO Capital Markets and GMP Securities

Acted as Canadian counsel for BofA Merrill Lynch and Scotiabank as joint book-running managers and ING, Societe Generale, SEB, BMO Capital Markets, and GMP Securities as co-managers in connection with the private placement of US$1-billion aggregate principal amount of senior secured notes by Lundin Mining Corporation. Proceeds were used to partially fund Lundin's US$1.8-billion acquisition of an 80% ownership stake in the Candelaria/Ojos del Salado copper mining operations and supporting infrastructure from Freeport-McMoRan Inc.

Deutsche Bank Securities Inc., RBC Capital Markets, LLC, CIBC World Markets Corp. and Imperial Capital, LLC

Acted as Canadian counsel for the initial purchasers, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, CIBC World Markets Corp. and Imperial Capital, LLC, in a US$375-million private placement of senior secured notes due 2019 issued by Tembec Industries Inc., a wholly-owned subsidiary of Tembec Inc.

Burger King Worldwide, Inc.

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

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with concurrent separate Canadian and U.S. public offerings in the aggregate amount of $2 billion, consisting of $250 million floating rate senior notes due 2017, $400 million senior notes due 2019 and $600 million senior notes due 2024 offered in Canada and US$750 million senior notes due 2044 offered in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

BMO Nesbitt Burns Inc. and Canaccord Genuity Corp.

Acted for a syndicate of underwriters co-led by BMO Nesbitt Burns Inc. and Canaccord Genuity Corp. in connection with a $46.1-million public offering of common shares of Altus Group Limited.

Scotia Capital Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc.

Acted for a syndicate of agents co-led by Scotia Capital Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc. in a private placement of $175-million notes due 2018 issued by Crombie Real Estate Investment Trust. The proceeds of the offering will be used to partially finance Crombie's $990-million purchase of a portfolio of 68 retail properties anchored by Safeway grocery stores in a sale-leaseback transaction with Sobeys Inc. in connection with Sobeys' $5.8 billion acquisition of the assets of Canada Safeway Limited.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$1.5 billion underwritten public offering of debt securities consisting of US$850 million senior notes due 2023 and US$650 million senior notes due 2043, made in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

Scotia Capital Inc.

Acted for a syndicate of agents co-led by Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and TD Securities Inc. in a private placement of $400-million debentures due 2018, $250-million debentures due 2023 and $350 million debentures due 2016 issued by TMX Group Limited.

BMO Capital Market

Acted for a syndicate of underwriters led by BMO Capital Markets in connection with the secondary public offering by SIR Corp. of units of SIR Royalty Income Fund.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its $1 billion underwritten public offering of debt securities consisting of US$500 million senior notes due 2023 and US$500 million senior notes due 2043, made in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $900 million aggregate principal amount of 4.70% Senior Notes due 2020.

BofA Merrill Lynch and Credit Suisse Securities (USA) LLC

Acted as Canadian counsel for the initial purchasers, BofA Merrill Lynch and Credit Suisse Securities (USA) LLC, in a US$255-million private placement of senior secured notes due 2018 issued by Tembec Industries Inc., a wholly-owned subsidiary of Tembec Inc.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $800 million aggregate principal amount of 6.11% Senior Notes due 2040.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its successful cash and share unsolicited takeover bid to acquire Enerflex Systems Income Fund, resulting in a $684-million supported transaction, and also acted for Toromont in establishing an unsecured $450-million term credit facility with a syndicate of banks to finance the acquisition.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $1 billion aggregate principal amount of debt securities, consisting of $500 million aggregate principal amount of 5.38% Senior Notes due 2019 and $500 million aggregate principal amount of 6.68% Senior Notes due 2039.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its bought deal equity offering of approximately 109 million common shares for gross proceeds of approximately US$4 billion. The common shares were offered in Canada by way of a short form prospectus and in the United States by way of a registration statement filed under the Multi-Jurisdictional Disclosure System. It is the largest bought deal equity offering in Canadian history.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its public offering of $1 billion aggregate principal amount of 5.80% senior notes due 2016 made in each of the provinces of Canada through a syndicate of agents.

Detour Gold Corporation

Acted for Detour Gold Corporation in its acquisition of its controlling public company shareholder, PDX Resources Inc., through a three-cornered amalgamation for share consideration valued at $209 million.

Bulletin

OSC Announces Stakeholder Consultation on Burden Reduction

Jan. 16, 2019 - The Ontario Securities Commission (OSC) recently published OSC Staff Notice 11-784: Burden Reduction (OSC Staff Notice 11-784), seeking input from stakeholders on ways to reduce regulatory burden for issuers, registrants, investors and other market participants. OSC Staff Notice 11-784 is...

Bulletin

To Buy or Not to Buy: Dealing with a Target’s Bonds

Mar. 20, 2015 - When acquiring a Canadian public company, there is no one-size-fits-all approach to dealing with its outstanding bonds. Generally speaking, the decision whether to repurchase the target’s bonds is not entirely within an acquirer’s control. Corporate bonds – whether Canadian or U.S. – typically...

Chambers Global: The World’s Leading Lawyers for Business—Capital Markets: Debt and Equity

Chambers Canada: Canada’s Leading Lawyers for Business—Capital Markets (Nationwide)

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets: Debt; Mergers & Acquisitions

The Legal 500 Canada—Capital Markets (Leading Lawyer)

The Canadian Legal Lexpert Directory—Corporate Finance and Securities

Bar Admissions

Ontario, 2007
New York, 1999

Education

University of Toronto, LLB, 1998
University of Western Ontario, BA, 1995

Community Involvement

Practical Law Canada, Corporate and Securities Advisory Board