Kevin Greenspoon

Partner

Kevin Greenspoon

Kevin Greenspoon

Partner

Clients rely on Kevin to develop creative and practical solutions for their complex corporate matters.

Buyers and sellers turn to Kevin for insightful advice on both public and private mergers and acquisitions. He also acts for issuers and underwriters in public securities offerings and private placements, both domestic and cross-border, and advises clients in proxy contests and other contested transactions. Clients of all sizes, across a broad spectrum of sectors – including private equity, telecommunications, mining, investment management and industrial – value Kevin’s responsiveness and thoughtful manner. They regularly consult him for guidance on corporate governance and securities law matters.

Kevin co-teaches the Advanced Corporate Law course at Queen’s University’s Faculty of Law and is a Leadership Co-chair of Davies’ Toronto United Way Committee.

Kevin Greenspoon

Partner

Clients rely on Kevin to develop creative and practical solutions for their complex corporate matters.

Buyers and sellers turn to Kevin for insightful advice on both public and private mergers and acquisitions. He also acts for issuers and underwriters in public securities offerings and private placements, both domestic and cross-border, and advises clients in proxy contests and other contested transactions. Clients of all sizes, across a broad spectrum of sectors – including private equity, telecommunications, mining, investment management and industrial – value Kevin’s responsiveness and thoughtful manner. They regularly consult him for guidance on corporate governance and securities law matters.

Kevin co-teaches the Advanced Corporate Law course at Queen’s University’s Faculty of Law and is a Leadership Co-chair of Davies’ Toronto United Way Committee.

Sentry Investments

Acted for Sentry Investments in its $780-million acquisition by CI Financial Corp. in a transaction that combines two of Canada's largest independent active asset managers.

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.

Iron Mountain Incorporated

Acted for Iron Mountain Incorporated (IRM) in connection with the divestiture of certain records and information management assets in the United States and Canada to Arkive, Inc., a portfolio company of the U.S.-based private equity firm, Summit Park Partners. The U.S. Department of Justice and Canadian Competition Bureau required these assets to be divested following IRM's US$2-billion acquisition of Recall Holdings Ltd.

MB Aerospace

Acted for MB Aerospace, a portfolio company of funds managed by Blackstone, in connection with its acquisition of Vac Aero Kalisz (Poland) from Vac Aero International.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with an earn-in agreement with Alicanto Minerals of Australia. Under the terms of the Earn-In, Barrick will be able to earn a 65% interest in the Arakaka project in northwest Guyana by meeting total funding requirements of US$10 million over 4 years.

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.

WIND Mobile Corp. and its shareholders

Acted for WIND Mobile Corp. (WIND) and its shareholders, including West Face Capital, in connection with the sale of WIND to Shaw Communications Inc. for approximately $1.6 billion.

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.

Alfa S.A.B. de C.V.

Acted for Alfa S.A.B. de C.V. in connection with its proposed acquisition, with Harbour Energy Ltd., of all of the outstanding common shares of Pacific Rubiales Energy Corp. for an all-cash purchase price of approximately $1.7 billion, plus the assumption of approximately $5 billion in debt. The acquisition was structured as a plan of arrangement under the Business Corporations Act (British Columbia).

West Face Capital Inc.

Acted for West Face Capital Inc. in its acquisition, together with a consortium of investors including Globalive Capital, Tennenbaum Capital Partners and LG Capital Investors, of the interests of VimpelCom Ltd. in Globalive Wireless Management Corp. (doing business as WIND Mobile).

United Technologies Corporation

Acted for United Technologies Corporation in connection with its sale of fuel cell intellectual property assets to Ballard Power Systems.

Golden Gate Capital

Acted for Golden Gate Capital in connection with its acquisition of Canada Fluorspar Inc. pursuant to a plan of arrangement under the Business Corporations Act (Ontario).

InnVest Real Estate Investment Trust

Acted for the Special Committee of InnVest Real Estate Investment Trust in connection with the request of Orange Capital, LLC for a special meeting of unitholders and the settlement entered into among InnVest, Orange Capital and certain other unitholders.

True Gold Mining Inc.

Acted for True Gold Mining Inc. in connection with its $51.9-million financing consisting of a $42-million bought deal offering of units by way of short form prospectus and concurrent $9.9-million private placement of units to Liberty Metals & Mining Holdings, LLC, True Gold's largest shareholder.

Cathmark Investments Inc.

Acted for a group of investors led by Cathmark Investments Inc. in the acquisition of Bull Wealth Management Group Inc. and Bull Capital Management Inc., a registered portfolio manager, exempt market dealer and investment fund manager, from a subsidiary of EFG International AG.

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.

CIBC World Markets Inc., TD Securities Inc. and Scotia Capital Inc.

Acted for a syndicate of underwriters co-led by CIBC World Markets Inc., TD Securities Inc. and Scotia Capital Inc. in connection with Crombie Real Estate Investment Trust's public offering of $225 million of subscription receipts and $75 million of extendible convertible debentures. 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.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $100 million aggregate principal amount of convertible unsecured subordinated debentures due March 31, 2019.

InnVest Real Estate Investment Trust and InnVest Operations Trust

Acted for InnVest Real Estate Investment Trust and InnVest Operations Trust in connection with a reorganization to unwind their "stapled unit" trading structure through a plan of arrangement under the Canada Business Corporations Act and the Trustee Act (Ontario).

TD Securities, Bank of America Merrill Lynch and HSBC Securities

Acted for a syndicate of agents consisting of TD Securities, Bank of America Merrill Lynch and HSBC Securities in connection with the issuance by Kellogg Canada Inc. of $300 million senior unsecured notes due 2014, fully guaranteed by Kellogg Company.

Xplornet Communications Inc.

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

West Face Capital Inc.

Acted for West Face Capital Inc. in its successful proxy contest to reconstitute the Board of Directors of Global Railways Industries Ltd. at the 2009 annual meeting of Global's shareholders.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and other shareholders in the sale of Emerging Information Systems Inc. to an affiliate of Zywave, Inc.

Global Railway Industries Ltd.

Acted for Global Railway Industries Ltd. in the sale of its operating subsidiary, CAD Railway Industries Ltd.

MHR Fund Management LLC

Acted for MHR Fund Management LLC in connection with its US$77-million acquisition of common shares of Lions Gate Entertainment Corp. from Carl Icahn.

GrowthWorks Ltd.

Acted for GrowthWorks Ltd. in connection with the merger of GrowthWorks Canadian Fund Ltd. with the VenGrowth group of funds. The transaction represented the first hostile merger proposal in the labour sponsored investment fund sector.

Fuel Systems Solutions, Inc.

Acting for Fuel Systems Solutions, Inc. in its negotiated takeover bid for Alternative Fuel Systems (2004) Inc., a leading developer of natural gas vehicle engine controllers and associated components.

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.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $50 million aggregate principal amount of stapled convertible unsecured subordinated debentures due March 30, 2018 and 3,600,000 stapled units of approximately $25 million. This is the first stapled debenture offering in Canada.

Bulletin

TSX Announces Proposed Changes to Rules on Acquisitions and Reverse Takeovers

Nov. 29, 2013 - The Toronto Stock Exchange (TSX) has announced proposed changes to the TSX Company Manual (the Manual) to allow for the adoption of certain security-based compensation arrangements in connection with acquisitions without obtaining security holder approval, and to clarify the circumstances in which...

Bar Admissions

Ontario, 2009

Education

University of Toronto, JD/MBA (Honours, Gerald W. Schwartz Gold Medallist), 2008
Queen’s University, BComm (Honours), 2004