Gilles R. Comeau

Partner

Gilles Comeau

Gilles R. Comeau

Partner

Hard-working and methodical, Gilles is known for immersing himself in his clients’ deals and being a strategic thinker.

Gilles has a broad generalist practice that is primarily transactional in nature. He is often called upon to advise on complex, time-sensitive transactions, and clients value his ability to think strategically in helping them achieve their goals.

Gilles has experience in advising clients on a wide range of corporate transactions, including mergers and acquisitions, corporate finance, secured lending, securities offerings, and various other general corporate matters. He also regularly advises clients on corporate governance issues and their ongoing securities and corporate law obligations.

Gilles R. Comeau

Partner

Hard-working and methodical, Gilles is known for immersing himself in his clients’ deals and being a strategic thinker.

Gilles has a broad generalist practice that is primarily transactional in nature. He is often called upon to advise on complex, time-sensitive transactions, and clients value his ability to think strategically in helping them achieve their goals.

Gilles has experience in advising clients on a wide range of corporate transactions, including mergers and acquisitions, corporate finance, secured lending, securities offerings, and various other general corporate matters. He also regularly advises clients on corporate governance issues and their ongoing securities and corporate law obligations.

Arizona Mining Inc.

Acted for Arizona Mining Inc. in its sale to South32 Limited in an all-cash transaction valuing Arizona Mining at approximately $2.1 billion, by plan of arrangement.

Fortis Inc.

Acted for Fortis Inc. in its $500-million at-the-market public offering of common shares, which will be sold through the Toronto Stock Exchange, the New York Stock Exchange or on any other marketplace in Canada or the United States on which the common shares are traded.

Bank of Montreal

Acted as Canadian counsel to Bank of Montreal and a syndicate of lenders in connection with the refinancing of the (i) US$900 million term loan and the (ii) C$575 million revolving credit facility made available to certain wholly-owned subsidiaries of BRP Inc.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with numerous matters, including multiple private placements of various classes of debt and equity securities.

Augusta Resource Corporation

Acted for Augusta Resource Corporation in connection with the defence of the unsolicited take-over bid made by HudBay Minerals Inc., which ultimately resulted in a negotiated transaction representing total equity value of $540 million.

INNOVA Gaming Group Inc.

Acted for Special Committee of the Board of Directors of INNOVA Gaming Group Inc. in the unsolicited takeover by Pollard Banknote Limited of all of the outstanding common shares of INNOVA.

Celestica Inc.

Acted for Celestica Inc. in connection with various matters involving the US$550-million revolving credit facility agreement it has entered into with a syndicate of lenders.

Fortis Inc.

Acted for Fortis Inc. in connection with its US$972.5-million acquisition of CH Energy Group, Inc., a New York-based regulated transmission and distribution utility.

Minmetals Resources Limited

Acted for Minmetals Resources Limited in its successful $1.33-billion friendly take-over bid for Anvil Mining Limited.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its $2-billion acquisition through Companies' Creditors Arrangement Act proceedings of the conventional and specialty television business of Canwest Global Communications Corp., now known as Shaw Media.

Postmedia Network Inc.

Acted for Postmedia Network Inc. in connection with its acquisition of the publishing business of Canwest LP under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The aggregate enterprise value of the assets was estimated to be $1.1 billion.

Norddeutsche Landesbank Girozentrale, New York Branch

Acted for Norddeutsche Landesbank Girozentrale, New York Branch, and KfW IPEX-Bank GmbH in connection with the establishment of credit facilities to finance the acquisition, construction and operation of certain solar power facilities.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its $470-million unsolicited offer to acquire Cadence Energy Inc., leading to Barrick's negotiated take-over bid for Cadence that successfully trumped Cadence's previously announced negotiated merger with Daylight Resources Trust.

Onex Corporation and Celestica Inc.

Acted for Onex Corporation and Celestica Inc. in connection with the $113.3-million sale by Onex of 11 million of Celestica's subordinate voting shares to a syndicate of underwriters led by CIBC World Markets Inc.

Patheon Inc.

Acted for the Special Committee of Patheon Inc. in its response to a hostile bid made by JLL Partners Inc., valued at US$600 million including highly contentious proceedings before the OSC, and the successful defence in Ontario Superior Court of Justice of an injunction motion and a precedent setting application alleging improper solicitation of proxies by the Special Committee.

HudBay Minerals Inc.

Acted for Jaguar Financial Corporation, a shareholder of HudBay Minerals Inc., in its successful and precedent-setting application to the Ontario Securities Commission to set aside a decision of the Listing Committee of the Toronto Stock Exchange and compel HudBay to obtain shareholder approval in respect of HudBay's proposed $550-million acquisition of Lundin Mining Corporation. This case led to the termination of the proposed transaction and ultimately to the removal from office of members of the Board of Directors of HudBay.

Koch Chemical Technology Group

Acted as Canadian counsel to Koch Chemical Technology Group, a leading design, engineering and manufacturing firm, in its strategic controlling investment in Genesis Robotics, a Canadian robotics technology innovator and subsidiary of Genesis Advanced Technology.

Zinc Oxide LLC

Acted for Zinc Oxide LLC in its acquisition of Zochem Inc. from American Zinc Recycling LLC, creating the largest producer of zinc oxide in North America.

Unique Fabricating, Inc.

Acted as Canadian counsel to Unique Fabricating, Inc. in connection with its $27.5-million acquisition of all of the assets of Intasco Corporation and all of the outstanding capital stock of Intasco-USA Inc., Intasco's U.S. affiliate, and in connection with a related US$62-million senior credit facility.

Xplornet Communications Inc.

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

Bulletin

Shareholder Engagement – ICD Provides Guidance for Canadian Companies

Mar. 10, 2016 - On March 7, 2016, the Institute of Corporate Directors (ICD), a not-for-profit director association consisting of more than 10,000 members across Canada, published guidance to help boards of Canadian public companies develop a shareholder engagement approach to corporate governance. Recent...

Bulletin

B.C. Securities Commission Issues Augusta Rights Plan Reasons

June 26, 2014 - On June 24, 2014, the British Columbia Securities Commission released the reasons for its May 2, 2014 decision to cease trade the rights plan of Augusta Resource Corporation on July 15, 2014. The central issue put to the BCSC was whether to respect the overwhelming vote of the shareholders of...

Bar Admissions

Ontario, 2009

Education

University of Ottawa, LLB (Cum Laude), 2008
University of Ottawa, MBA, 2008
Université Sainte-Anne, BBA (Very High Distinction), 2004

Teaching Engagements

Gilles has been a guest lecturer on corporate financing matters at the University of Ottawa Faculty of Law and on corporate governance matters at Osgoode Hall Law School’s Professional Development LLM Program.

Hard-working and methodical, Gilles is known for immersing himself in his clients’ deals and being a strategic thinker.

Gilles has a broad generalist practice that is primarily transactional in nature. He is often called upon to advise on complex, time-sensitive transactions, and clients value his ability to think strategically in helping them achieve their goals.

Gilles has experience in advising clients on a wide range of corporate transactions, including mergers and acquisitions, corporate finance, secured lending, securities offerings, and various other general corporate matters. He also regularly advises clients on corporate governance issues and their ongoing securities and corporate law obligations.

Arizona Mining Inc.

Acted for Arizona Mining Inc. in its sale to South32 Limited in an all-cash transaction valuing Arizona Mining at approximately $2.1 billion, by plan of arrangement.

Fortis Inc.

Acted for Fortis Inc. in its $500-million at-the-market public offering of common shares, which will be sold through the Toronto Stock Exchange, the New York Stock Exchange or on any other marketplace in Canada or the United States on which the common shares are traded.

Bank of Montreal

Acted as Canadian counsel to Bank of Montreal and a syndicate of lenders in connection with the refinancing of the (i) US$900 million term loan and the (ii) C$575 million revolving credit facility made available to certain wholly-owned subsidiaries of BRP Inc.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with numerous matters, including multiple private placements of various classes of debt and equity securities.

Augusta Resource Corporation

Acted for Augusta Resource Corporation in connection with the defence of the unsolicited take-over bid made by HudBay Minerals Inc., which ultimately resulted in a negotiated transaction representing total equity value of $540 million.

INNOVA Gaming Group Inc.

Acted for Special Committee of the Board of Directors of INNOVA Gaming Group Inc. in the unsolicited takeover by Pollard Banknote Limited of all of the outstanding common shares of INNOVA.

Celestica Inc.

Acted for Celestica Inc. in connection with various matters involving the US$550-million revolving credit facility agreement it has entered into with a syndicate of lenders.

Fortis Inc.

Acted for Fortis Inc. in connection with its US$972.5-million acquisition of CH Energy Group, Inc., a New York-based regulated transmission and distribution utility.

Minmetals Resources Limited

Acted for Minmetals Resources Limited in its successful $1.33-billion friendly take-over bid for Anvil Mining Limited.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its $2-billion acquisition through Companies' Creditors Arrangement Act proceedings of the conventional and specialty television business of Canwest Global Communications Corp., now known as Shaw Media.

Postmedia Network Inc.

Acted for Postmedia Network Inc. in connection with its acquisition of the publishing business of Canwest LP under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The aggregate enterprise value of the assets was estimated to be $1.1 billion.

Norddeutsche Landesbank Girozentrale, New York Branch

Acted for Norddeutsche Landesbank Girozentrale, New York Branch, and KfW IPEX-Bank GmbH in connection with the establishment of credit facilities to finance the acquisition, construction and operation of certain solar power facilities.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its $470-million unsolicited offer to acquire Cadence Energy Inc., leading to Barrick's negotiated take-over bid for Cadence that successfully trumped Cadence's previously announced negotiated merger with Daylight Resources Trust.

Onex Corporation and Celestica Inc.

Acted for Onex Corporation and Celestica Inc. in connection with the $113.3-million sale by Onex of 11 million of Celestica's subordinate voting shares to a syndicate of underwriters led by CIBC World Markets Inc.

Patheon Inc.

Acted for the Special Committee of Patheon Inc. in its response to a hostile bid made by JLL Partners Inc., valued at US$600 million including highly contentious proceedings before the OSC, and the successful defence in Ontario Superior Court of Justice of an injunction motion and a precedent setting application alleging improper solicitation of proxies by the Special Committee.

HudBay Minerals Inc.

Acted for Jaguar Financial Corporation, a shareholder of HudBay Minerals Inc., in its successful and precedent-setting application to the Ontario Securities Commission to set aside a decision of the Listing Committee of the Toronto Stock Exchange and compel HudBay to obtain shareholder approval in respect of HudBay's proposed $550-million acquisition of Lundin Mining Corporation. This case led to the termination of the proposed transaction and ultimately to the removal from office of members of the Board of Directors of HudBay.

Koch Chemical Technology Group

Acted as Canadian counsel to Koch Chemical Technology Group, a leading design, engineering and manufacturing firm, in its strategic controlling investment in Genesis Robotics, a Canadian robotics technology innovator and subsidiary of Genesis Advanced Technology.

Zinc Oxide LLC

Acted for Zinc Oxide LLC in its acquisition of Zochem Inc. from American Zinc Recycling LLC, creating the largest producer of zinc oxide in North America.

Unique Fabricating, Inc.

Acted as Canadian counsel to Unique Fabricating, Inc. in connection with its $27.5-million acquisition of all of the assets of Intasco Corporation and all of the outstanding capital stock of Intasco-USA Inc., Intasco's U.S. affiliate, and in connection with a related US$62-million senior credit facility.

Xplornet Communications Inc.

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

Bulletin

Shareholder Engagement – ICD Provides Guidance for Canadian Companies

Mar. 10, 2016 - On March 7, 2016, the Institute of Corporate Directors (ICD), a not-for-profit director association consisting of more than 10,000 members across Canada, published guidance to help boards of Canadian public companies develop a shareholder engagement approach to corporate governance. Recent...

Bulletin

B.C. Securities Commission Issues Augusta Rights Plan Reasons

June 26, 2014 - On June 24, 2014, the British Columbia Securities Commission released the reasons for its May 2, 2014 decision to cease trade the rights plan of Augusta Resource Corporation on July 15, 2014. The central issue put to the BCSC was whether to respect the overwhelming vote of the shareholders of...

Bar Admissions

Ontario, 2009

Education

University of Ottawa, LLB (Cum Laude), 2008
University of Ottawa, MBA, 2008
Université Sainte-Anne, BBA (Very High Distinction), 2004

Teaching Engagements

Gilles has been a guest lecturer on corporate financing matters at the University of Ottawa Faculty of Law and on corporate governance matters at Osgoode Hall Law School’s Professional Development LLM Program.