Novacap Management Inc.

Acted for Novacap Management Inc. in the formation of US$1-billion Novacap Digital Infrastructure Fund I, L.P., first fund dedicated to digital infrastructure.

Altus Capital Partners, Inc.

Acted for Altus Capital Partners, Inc., a private equity buyout fund based in Connecticut, in its new platform investment – a leveraged buyout of Air Innovations, LLC, a manufacturer of speciality environmental control units for demanding applications.

ArcTern Partners Inc.

Acted for ArcTern Ventures in the formation of its third flagship fund, ArcTern Ventures Fund III, a US$335 million venture capital fund focused on climate technology companies around the world.

Fortis Inc.

Acted for Fortis Inc. in establishing its at-the-market public offering of up to C$500-million of common shares, which may 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.

BMO Capital Markets

Acted for the underwriters led by BMO Capital Markets in the offering of C$500-million Ukraine Sovereignty Bonds by the Government of Canada to offer Canadians an opportunity to directly support Ukraine.

AutoCanada Inc.

Acted for AutoCanada Inc. in its C$100-million substantial issuer bid by “modified Dutch auction” pursuant to which AutoCanada repurchased C$32.5 million of its common shares.

The Pallinghurst Group

Acted for Pallinghurst Lithium Limited, a UK-based private investor in the global natural resources sector, in the exchange of its indirect 25% ownership interest in Québec-based Nemaska Lithium Inc. for shares of Livent Corporation.

Golden Ventures

Acted for Golden Ventures in the formation of Golden Ventures Opportunities Fund II, LP, its second opportunities fund.

Hydrostor Inc.

Acted for Hydrostor Inc., a developer of Advanced Compressed Air Energy Storage (A-CAES) projects, in securing a US$250-million preferred equity financing commitment from Goldman Sachs Asset Management - one of the largest investments in the emerging long-duration energy storage sector.

Geneve Holdings, Inc.

Acted for Geneve Holdings, Inc., the controlling stockholder of Independent Holding Company, in its going-private transaction with Independence Holding Company, an NYSE-listed holding company with subsidiaries that underwrite, administer and market health insurance options for individuals, families and employers across the United States.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in the first and final closing of its fourth private equity fund, Ironbridge Equity Partners IV, LP, which raised $383 million from investors globally and surpassed its $325-million target.

Northleaf Capital Partners

Acted for Northleaf Capital Partners in connection with the formation of an innovative evergreen opportunistic credit fund for a non-taxable US foundation.

Beringer Capital

Acted for Beringer Capital in the formation of Beringer Capital Fund IV, a private equity fund focused on investments in the media, marketing services, commerce, data and technology sectors.

Points International Ltd.

Acted for Points International Ltd. in its $31.6-million bought deal public offering of common shares.

Waterton Global Resource Management, Inc.

Acted for Waterton Global Resource Management, Inc. in its sale of the Getchell gold project in Nevada to Premier Gold Mines Limited for consideration of up to US$85 million.

TD Securities Inc. and Credit Suisse Securities (Canada), Inc.

Acted for the underwriting syndicate led by TD Securities Inc. and Credit Suisse Securities (Canada), Inc. in MindBeacon Holdings Inc.'s $65-million initial public offering of common shares.

Fortis Inc.

Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

BMO Capital Markets

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its completed private placement of US$100-million 2.78% guaranteed senior unsecured notes due 2030; and US$100-million 2.88% guaranteed senior unsecured notes due 2032.

Lead Investor

Acted for the lead investor in a US$30-million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited to establish a base shelf prospectus qualifying up to US$1 billion of securities in Canada and the United States under the multi-jurisdictional disclosure system.

BMO Capital Markets

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

Novacap Management Inc.

Acted for Novacap Management Inc. in the formation and fundraising of Novacap Financial Services I, a $500-million private equity fund which invests in the financial services sector.

Fortis Inc.

Acted for Fortis Inc. with concurrent offerings of common shares for aggregate proceeds of approximately $1.2 billion. The offerings included a $690-million bought deal in Canada and the U.S. using the multijurisdictional disclosure system, including the exercise by the underwriters of their over-allotment option, and a concurrent $500-million registered direct offering to an institutional investor. Each of the offerings was made pursuant to a prospectus supplement under Fortis' existing base shelf prospectus.

Novacap Investments Inc.

Acted for Novacap Investments Inc. in the formation and fundraising of its latest fund, Novacap Industries V, L.P., a private equity fund focusing on the industrial and manufacturing sectors, as well as in services, distribution and retail sales platforms.

CIBC Capital Markets and Eight Capital

Acted for CIBC Capital Markets and Eight Capital as joint bookrunners, in the public offering of approximately $55 million of subordinated voting shares of Canopy Rivers Inc., an investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector, and the concurrent private placement, on an agency basis, of $30 million of subordinated voting shares of Canopy Rivers to Canopy Growth Corporation.

GMP Securities L.P.

Acted for a syndicate of underwriters led by GMP Securities L.P. and comprising Desjardins Securities Inc., National Bank Financial Inc., Acumen Capital Finance Partners Limited, Scotia Capital Inc., RBC Dominion Securities Inc., Raymond James Ltd., Canaccord Genuity Corporation and PI Financial Corp. in a bought deal offering of 7,142,857 common shares of Goodfood Market Corp. for gross proceeds to the corporation of approximately $25 million.

International Imaging Materials, Inc.

Acted for International Imaging Materials, Inc., a leading developer and manufacturer of value-added consumable solutions for industrial and medical applications and a portfolio company of Altus Capital Partners, in its sale to ACON Investments, LLC.

Fortis Inc.

Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2.5 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

Expert Travel Services, LLC

Acted for Expert Travel Services, LLC (Expert Flyer), a leading digital technology vendor for business travellers and frequent flyers, in its sale to Red Ventures, a U.S. marketing and advertising company.

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.

Enerflex Ltd.

Acted for Enerflex Ltd. in its private placement offerings of US$105 million of 4.67% senior unsecured notes due 2024, US$70 million of 4.87% senior unsecured notes due 2027, $15 million of 4.50% senior unsecured notes due 2024 and $30 million of 4.79% senior unsecured notes due 2027.

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.

Fortis Inc.

Acted for Fortis Inc. in connection with its issuance of an aggregate principal amount of approximately US$2 billion of registered notes in exchange for notes previously issued to U.S. investors on a private placement basis. The new notes issued as a result of the exchange offer were qualified by a prospectus supplement under a cross-border shelf prospectus filed under the multi-jurisdictional disclosure system.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with its acquisition of a majority stake in Cozzini Bros., an Illinois-based knife sharpening rental and exchange company.

Fortis Inc.

Acted for Fortis Inc. in connection with its $500-million direct registered offering of common shares to a U.S. institutional investor. The shares were sold pursuant to a cross-border shelf prospectus filed by Fortis under the multi-jurisdictional disclosure system.

BMO Capital Markets and CIBC World Markets Inc.

Acted for a syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc. in connection with a $193-million bought deal public offering of trust units of Milestone Apartments Real Estate Investment Trust. The REIT intends to use the proceeds from the offering to fund a portion of the purchase price for its US$242-million acquisition of a portfolio of six multi-family properties.

Cachet Financial Solutions, Inc.

Acted for Cachet Financial Solutions, Inc., a leading mobile Fintech provider of cloud-based remote deposit capture and mobile prepaid card solutions, in its proposed public offering of common stock and related public filings with the Securities and Exchange Commission.

RBC Dominion Securities Inc.

Acted for RBC Dominion Securities Inc. and a syndicate of underwriters on Videotron Ltd.'s $375-million aggregate issuance of 5.75% senior notes due January 15, 2026.

Bentall Kennedy (Canada) Limited Partner

Acted for the Bentall Kennedy Group, a premier real estate investment management firm operating in Canada and the United States, in its acquisition by Sun Life Financial Inc. for a purchase price of $560 million.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its investment in Alliance Corporation, a distributor and manufacturer of products and solutions for North American wireless, broadband, broadcast and wireline networks.

Tippmann US Holdco, Inc. (part of the G.I. Sportz Group)

Acted for G.I. Sportz Inc. in connection with the acquisition of Kee Action Sports, a leading manufacturer and distributor of paintball sporting goods, equipment and apparel, based in New Jersey with distribution facilities located across the United States, Canada and the United Kingdom.

The Aristotle Corporation

Acted for The Aristotle Corporation in connection with the sale of that company to the private equity firm Wasserstein & Co. The Aristotle Corporation, headquartered in Fort Atkinson, WI, is a leading developer and value-added distributor of specialty products for the education, healthcare training, laboratory testing and agricultural end markets.

Bentall Kennedy (U.S.) Limited Partnership

Acted for the Bentall Kennedy Group in its acquisition of Landon Butler & Co. and NewTower Trust Company, the investor relations and capital-raising firm and trustee of the Multi-Employer Property Trust, an open-end commingled real estate equity fund that invests in a diversified portfolio of institutional-quality real estate assets in the United States and has in excess of $6 billion in net asset value as of June 30, 2015.

RBC Dominion Securities and CIBC World Markets

Acted in Canada and the U.S. for a syndicate of underwriters led by RBC Dominion Securities and CIBC World Markets in connection with a US$46.5-million bought deal public offering of trust units of WPT Industrial REIT, the net proceeds from which were used to partially fund the acquisition of six industrial properties in the U.S.

BMO Nesbitt Burns Inc. and CIBC World Markets Inc.

Acted for a syndicate of underwriters co-led by BMO Nesbitt Burns Inc. and CIBC World Markets Inc. in connection with the $115-million bought deal public offering of trust units of Milestone Apartments Real Estate Investment Trust.

Fortis Inc.

Acted for Fortis Inc. in its $600-million bought deal public offering of Series M first preference shares, one of the largest preferred share offerings in Canadian history. The net proceeds were used to repay borrowings incurred to fund the US$2.5-billion cash purchase price paid to acquire UNS Energy Corporation, an Arizona-based utility engaged in the regulated electric generation and energy delivery business.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its acquisition of ViaWest, Inc. from Oak Hill Capital Partners and other shareholders for an enterprise value of US$1.2 billion.

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.

Brookfield Office Properties Inc.

Acted for Brookfield Office Properties Inc. and its independent committee in connection with the US$5-billion offer by its controlling shareholder, Brookfield Property Partners L.P., to acquire the minority interest in Brookfield Office Properties Inc.

RBC Dominion Securities and CIBC World Markets

Acted in Canada and the U.S. for a syndicate of underwriters led by RBC Dominion Securities and CIBC World Markets in connection with a US$32-million bought deal public offering of trust units of WPT Industrial REIT.

Edgecrest Capital Corporation and Canaccord Genuity Corp.

Acted for a syndicate of agents consisting of Edgecrest Capital and Canaccord Genuity in connection with a two tranche public offering of $62-million of convertible unsecured subordinated debentures and common share purchase warrants of North American Palladium Ltd. The securities were offered in Canada by way of a prospectus and in the United States by way of a registration statement filed under the Multi-Jurisdictional Disclosure System.

Ontario Teachers' Pension Plan Board

Acted for Ontario Teachers' Pension Plan Board in connection with its US$500-million equity investment in Hudson's Bay Company to finance the acquisition by Hudson's Bay Company of Saks Incorporated in an all-cash transaction valued at approximately US$2.9 billion including debt, along with related governance and shareholder arrangements.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with its private offering of debt and equity securities for aggregate proceeds of $148 million.

Kimco Realty Corporation

Acted for Kimco North Trust III, an indirect wholly-owned entity of Kimco Realty Corporation, in connection with its offering of $200 million unsecured notes on a private placement basis in Canada.

Caisse de dépôt et placement du Québec

Acted for the Caisse de dépôt et placement du Québec in connection with the secondary private placement by CDP Capital d'Amérique Investissements Inc., a subsidiary of Caisse de dépôt et placement du Québec, of $305 million aggregate principal amount of Québecor Inc.'s convertible unsecured subordinated debentures due 2018.

Potash Ridge Corporation

Acted for Potash Ridge Corporation in connection with its initial public offering of common shares.

MethylGene Inc.

Acted for MethylGene Inc. in connection with its $26.1-million private placement. Institutional investors participating in the financing included Tavistock Life Sciences as well as funds managed by Baker Bros. Advisors, LLC, a fund managed by OrbiMed Advisors LLC, Tang Capital Partners, LP, RA Capital Management, and BVF Partners L.P.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with a $1-billion offering of senior unsecured notes, consisting of $300-million principal amount of 2.861% Series 1 senior unsecured notes due 2017, $450-million principal amount of 3.319% Series 2 senior unsecured notes due 2019, and $250-million principal amount of 3.899% Series 3 senior unsecured notes due 2022.

OPTrust

Acted for OPTrust in connection with the acquisition by OPTrust and DeBartolo Investments of preferred stock and warrants of Landmark Apartment Trust, Inc., a US-based Real Estate Investment Trust. The private offering of preferred stock and warrants is part of another transaction in which Landmark Apartment Trust is acquiring 21 multifamily apartment communities from Elco Landmark Residential Holdings, Inc. and certain other investors.

Schlumberger Limited

Acted for Schlumberger Limited in connection with its $240-million acquisition of CE Franklin Ltd. by National Oilwell Varco by way of plan of arrangement. Schlumberger was the 56% controlling shareholder of CE Franklin, a supplier to the Canadian energy industry.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with its $125-million private financing.

Altus Capital Partners

Acted for Altus Capital Partners in its acquisition of International Imaging Materials, Inc., a global leader in the development, manufacture and distribution of thermal transfer ribbons.

Hale Capital Partners, LP

Acted for Hale Capital Partners, LP and their wholly owned subsidiary HUSC, LLC in connection with the PIPE Investment by HUSC, LLC in secured convertible notes and warrants issued by United Silver Corp.

SANRAD, Inc.

Acted for SANRAD, Inc., a privately held Israeli-based provider of Flash caching and virtualization software and hardware, in its sale to OCZ Technology Group, Inc., a leading provider of high-performance solid-state drives (SSDs) for computing devices and systems.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. (formerly Barrett Xplore Inc.) in connection with the private offering of $230 million of securities, one of the largest Canadian financing telecom projects to be announced in 2011.

Jesta Capital Group

Acted for Jesta Capital Group in connection with its acquisition of the Fox Mobile Group, the wireless entertainment division of News Corporation.

Canadian Dual-Listed Company Insiders Remain Exempt from U.S. Short-Swing Profit and Insider Reporting Rules

Dec. 15, 2023 - In a positive development since our earlier bulletin, the U.S. House and Senate have decided to retain the exemptions from obligations imposed under section 16 of the Securities Exchange Act of 1934 that are relied upon by insiders of dual-listed Canadian public companies and other...

Canadian Dual-Listed Company Insiders May Become Subject to U.S. Short-Swing Profit and Insider Reporting Rules

Oct. 31, 2023 - Buried in the National Defense Authorization Act for Fiscal Year 2024, which the U.S. Senate passed earlier this year, is a provision that, if enacted, will eliminate exemptions relied upon by insiders of dual-listed Canadian public companies and other foreign private issuers from...

The SEC Amends Beneficial Ownership Reporting Rules

Oct. 24, 2023 - On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also articulates two overarching themes which arguably reveal a new SEC perspective on...

NYSE and Nasdaq Propose Listing Standards Requiring Issuers to Adopt Clawback Policies to Recover Erroneously Awarded Incentive-Based Executive Compensation

Mar. 17, 2023 - The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) recently proposed new listing standards to implement the U.S. Securities and Exchange Commission (SEC) rules regarding the recovery of erroneously awarded incentive-based executive compensation (SEC Rules). As described in...

SEC Adopts Amendments to Insider Trading Rules and Reporting Requirements

Jan. 20, 2023 - In late 2022, the U.S. Securities and Exchange Commission (SEC) adopted final amendments to certain rules and reporting requirements concerning insider trading arrangements, including Rule 10b5-1(c) under the Securities Exchange Act of 1934 (Exchange Act). Rule 10b5-1(c) provides...

SEC Adopts Final Rules for Recovery of Erroneously Awarded Compensation

Dec. 06, 2022 - After years of deliberations and delays, the U.S. Securities and Exchange Commission (SEC) adopted final rules on clawbacks in October 2022. The new rules (known as Rule 10D-1) require U.S. national securities exchanges and securities associations to establish standards requiring listed issuers...

SEC Provides Temporary Relief for Filers Affected by COVID-19

Mar. 24, 2020 - In a swift response to the COVID-19 pandemic, on March 4, 2020, the U.S. Securities and Exchange Commission (SEC) issued an order providing temporary conditional relief for SEC registered issuers and other persons that are unable to meet a filing deadline as a result of COVID-19. Subject to...

Davies Governance Insights 2019, contributor

Oct. 03, 2019 - Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing...

New SEC Rule Mandates Disclosure of Hedging Policies of SEC Registrants

Mar. 05, 2019 - A new rule of the U.S. Securities and Exchange Commission (SEC) will become effective on March 8, 2019, which will require SEC registrants (other than foreign private issuers) to disclose in their proxy or information statements any practices and policies regarding the ability of their employees,...

SEC Rulemaking Developments in 2017

Apr. 12, 2018 - Within the first hundred days of taking office, President Trump reiterated his commitment to scaling back existing financial regulations. In February 2017, President Trump signed into law Congress’s repeal of the extractive industry transparency rules adopted by the U.S. Securities and Exchange...

FAST Act Modernization and Simplification of Regulation S-K

Apr. 12, 2018 - Securities disclosure requirements in the United States are complex, and compliance can be a challenge. Compliance with Regulation S-K, which contains requirements applicable to the content of the non-financial statement portions of certain registration statements, annual reports and other...

Inline XBRL Filing of Tagged Data

Apr. 12, 2018 - A company that prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP) or International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and files with the U.S. Securities and Exchange Commission (SEC)...

SEC Guidance on Pay Ratio Disclosure

Apr. 12, 2018 - On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) adopted interpretive guidance to assist domestic reporting companies in their efforts to comply with the pay ratio disclosure required by item 402 of Regulation S-K under the Securities Act of 1933, as amended. On...

SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News After Market Close

Apr. 12, 2018 - On December 4, 2017, the U.S. Securities and Exchange Commission (SEC) approved a New York Stock Exchange (NYSE) rule amendment – revised Rule 202. 06 – prohibiting NYSE-listed companies from releasing material news after the NYSE’s official trading closing time (NYSE Closing Time) until the...

Davies Governance Insights 2017

Oct. 02, 2017 - Davies Governance Insights 2017 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2017 edition provides readers with Davies’ take on important topics ranging from shareholder engagement and activism to...

SEC Expands the Use of Confidential Submissions of Draft Registration Statements

July 20, 2017 - The staff of the U.S. Securities and Exchange Commission (SEC) recently began accepting from all issuers confidential submissions of draft registration statements for review by the SEC staff in certain cases. Before this policy change, under the Jumpstart Our Business Startups Act of...

SEC Adopts Final Rule Shortening Settlement Cycle to T+2

Mar. 28, 2017 - On March 22, 2017, the U.S. Securities and Exchange Commission (SEC) adopted a final rule amending Rule 15c6-1(a) under the U.S. Securities Exchange Act of 1934 to shorten the standard settlement cycle from three to two business days (i.e., from T+3 to T+2) for most broker-dealer...

SEC Rulemaking Developments 2016

Feb. 16, 2017 - The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2016. As part of its Disclosure Effectiveness Initiative launched at the end of 2013, the SEC continued to propose and adopt rules that are intended to improve and modernize the disclosure requirements for reporting...

New York Adopts “Delaware Blueprint” for Going-Private Mergers Involving Controlling Stockholders

May 16, 2016 - In In the Matter of Kenneth Cole Productions, Inc. Shareholder Litigation the New York Court of Appeals adopted the business judgment standard of review established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. (MFW) for going-private mergers involving a...

SEC Rulemaking Developments in 2015

Feb. 22, 2016 - The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2015. Consistent with the reforms that began in 2012 with the Jumpstart Our Business Startups Act, Congress and the SEC continued their push to improve access to capital across the spectrum of issuers – from...

Multijurisdictional Disclosure System: Offering Securities and Reporting in the United States Using MJDS

Sept. 21, 2015 - The multijurisdictional disclosure system (MJDS) permits eligible Canadian issuers to publicly offer securities in the United States by using a prospectus that is prepared principally in accordance with Canadian disclosure requirements. The MJDS also enables these issuers to substantially satisfy...

U.S. Supreme Court’s Opinion on Opinions: They Do Matter

May 11, 2015 - On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund¹ regarding an issuer’s liability under Section 11 of the U.S. Securities Act of 1933 (Securities Act) for statements of...