Clients trust Jeff to immerse himself in their business issues and develop creative solutions that get their deals done.
Public and private companies choose Jeff for their most complex mergers, acquisitions and private equity investments, including take-private and joint venture transactions. He represents issuers and underwriters in initial public offerings, follow-on offerings and unregistered offerings. Clients value his excellent judgment and his pragmatic approach to the challenges of transactions. They frequently call on him to advise on compliance with U.S. securities laws, including corporate governance.
Before joining Davies, Jeff practised at Weil, Gotshal & Manges LLP in New York City, where he represented Molson in its $6-billion merger with Adolph Coors; advised Vivendi Universal in the $14-billion sale that created NBC Universal; and represented GE in various acquisition transactions.
During 2008‒2010, Jeff was a partner at a leading Tel Aviv law firm, where he represented many Israeli and foreign clients, including Apax Partners in its acquisition of Psagot Investment House Ltd., Israel’s largest investment house, and Thales S.A. in its “take private” acquisition of CMT Medical Technologies Ltd., which was listed on the Paris stock exchange.
Jeff has extensive transaction experience in the technology, telecommunications, manufacturing, chemical, healthtech and life sciences, media and entertainment industries.
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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.
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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.
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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.
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Points International Ltd.
Acted for Points International Ltd. in its $31.6-million bought deal public offering of common shares.
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Ironbridge Equity Partners Management Limited
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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Novacap Management Inc.
Acting 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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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H&R REIT
Acted for H&R Real Estate Investment Trust with respect to U.S. tax issues in connection with its US$3.1 billion acquisition of Primaris Retail Real Estate Investment Trust.
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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.
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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...
Guide
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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...
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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,...
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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...
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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...
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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)...
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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...
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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...
Guide
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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...
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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...
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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...
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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...
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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...
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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...
Guide
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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...
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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 Fund 1 regarding an issuer’s liability under Section 11 of the U.S. Securities Act of 1933 (Securities Act) for statements of opinion or...
