Sleep Country Holdings Inc.

Acted for Sleep Country Canada Holdings Inc. in its acquisition of the Canadian assets of Casper Sleep Inc.

Sleep Country Canada Holdings Inc.

Acted for Sleep Country Canada Holdings Inc., Canada's leading omnichannel specialty sleep retailer, in its acquisition of Silk & Snow Inc., a Canadian-based direct-to-consumer sleep retailer.

Kansas City Southern

Acted as Canadian counsel to Kansas City Southern in its transformative US$31-billion merger with Canada Pacific Railway to create the first U.S.-Mexico-Canada rail network.

AutoCanada Inc.

Acted for AutoCanada Inc., a multi-location North American automobile dealership group, in its acquisition of 11 dealerships from the Autopoint Group, a group that has operated for over 17 years across Southwestern Ontario with $345 million in annual revenue.

TPG Real Estate Partners

Acted for TPG Real Estate Partners, the dedicated real estate equity investment platform of alternative asset firm TPG, in its acquisition (and related financing) of Cinespace Film Studios, North America's second-largest independent sound stage platform with best-in-class studio campuses in Toronto and Chicago.

Roxgold Inc.

Acted for Roxgold Inc. in its C$1.1-billion business combination with Fortuna Silver Mines Inc. to create a premier growth-oriented global intermediate gold and silver producer.

SESAC

Acted as Canadian counsel to SESAC, a portfolio company of Blackstone, in its US$385-million acquisition of Entertainment One Music (eOne) from Hasbro, Inc.

Initial Purchasers

Acted as Canadian counsel to the initial purchasers, led by Barclays, in multiple private placements of senior notes and senior secured notes of GFL Environmental Inc., in an aggregate principal amount of over US$5 billion.

DigitalBridge

Acted for DigitalBridge, the global digital infrastructure investment platform of Colony Capital, Inc., in connection with the sale of the Canadian data centres and the associated colocation business of one of its portfolio companies, Aptum Technologies, to eStruxture Data Centers Inc.

Blackstone Growth

Acting as Canadian counsel to funds managed by Blackstone Growth in their minority investment, alongside Atairos, in GeoComply Solutions Inc., a leading geolocation and compliance technology company.

Special Committee of RIV Capital Inc. (formerly Canopy Rivers Inc.)

Acted as counsel to the special committee of RIV Capital Inc. (formerly Canopy Rivers Inc.), a venture capital firm specializing in cannabis, in its plan of arrangement with Canopy Growth Corporation, involving the collapse of its dual-class share structure and the transfer of three of its portfolio assets for a total transaction value of approximately $297 million.

Initial Purchasers

Acted as Canadian counsel to the initial purchasers, led by Deutsche Bank and Citigroup, in the private placement of US$450-million aggregate principal amount of high yield notes by IAMGOLD Corporation.

SEMAFO Inc.

Acted as counsel to SEMAFO Inc. in its US$2.1-billion business combination with Endeavour Mining Corporation by way of plan of arrangement under the Business Corporations Act (Québec).

Blackstone Tactical Opportunities

Acted for Blackstone Tactical Opportunities, a fund managed by Blackstone, in its sale of TITUS Inc., an Ottawa-based leading provider of data classification and categorization solutions, to an affiliate of HelpSystems Holdings, Inc.

BofA Securities, MUFG, Scotiabank and BMO Capital Markets

Acted as Canadian counsel to the initial purchasers, led by BofA Securities, MUFG, Scotiabank and BMO Capital Markets, in the private placement of US$600 million of notes of CCL Industries Inc.

DigitalBridge

Acted for DigitalBridge in connection with the additional $148.5 million of bank financing raised to recapitalize Beanfield Metroconnect and the related tuck-in acquisition by Beanfield of the fibre business of Aptum Technologies.

Blackstone Tactical Opportunities

Acted for Blackstone Tactical Opportunities in its US$460-million sale with Orion Resource Partners of the gold prepay, stream facilities and an offtake agreement in respect of Lundin Gold Inc.'s Fruta del Norte mine to Newcrest Mining Limited.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$1.0-billion public offering of 3.70% senior notes due 2049, issued in the United States under the multijurisdictional disclosure system.

DigitalBridge

Acted for DigitalBridge, the global digital infrastructure investment platform of Colony Capital, Inc., in its acquisition (and related bank financing) of Beanfield Metroconnect, an independent bandwidth infrastructure provider serving the enterprise, carrier and multi-dwelling unit markets in Toronto and Montréal over its owned fibre network.

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.

Ipsen S.A.

Acted for French biopharmaceutical company Ipsen in the acquisition of Québec-based Clementia Pharmaceuticals for a purchase price of US$25.00 per share in cash upfront, plus a contingent value right (CVR) of US$6.00 per share, for a total transaction value of up to US$1.31 billion.

Management Systems Resources Inc.

Acted for Management Systems Resources Inc., a leading provider of automated global trade compliance software solutions, in the sale of the Visual Compliance and eCustoms business to Descartes Systems Group for $330 million.

Berkshire Partners

Acted as Canadian counsel to Berkshire Partners in the $800-million sale of Farm Boy, a fast-growing and successful Canadian food retailer, to Empire Company Limited.

Sleep Country Canada Holdings Inc.

Acted for Sleep Country Canada Holdings Inc. in its $88.7-million acquisition of Endy, one of Canada's leading mattress-in-a-box e-commerce players, and the financing of this acquisition through an increase in and amendment to its $210-million senior secured syndicated credit facility.

Enercare Inc.

Acted for Enercare Inc., one of North America's largest home and commercial services and energy solutions companies, in its $4.3-billion sale to Brookfield Infrastructure and its institutional partners by way of plan of arrangement.

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.

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.

Hydroméga Services Inc.

Acted for Hydroméga Services Inc. in the acquisition of Cochrane Power Corporation's Cochrane Power Generating Station, a cogeneration facility equipped with a 30MW natural gas turbine and a 15MW biomass fuelled boiler and steam turbine.

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.

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.

Zochem LLC

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

Rogers Communications Inc.

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

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.

Pershing Square Capital Management

Acted as Canadian counsel to Pershing Square Capital Management in connection with its concurrent cross-border secondary offering of US$1.4 billion of Canadian Pacific Railway common shares. The transaction was effected as a U.S.-style bought deal, and the shares were sold to the public at variable prices.

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.

Panolam Industries International, Inc.

Acted as Canadian counsel to Panolam Industries International, Inc., a portfolio company of funds managed by affiliates of Apollo Global Management, LLC, in connection with its acquisition by Insight Equity Management Company LLC, a leading middle market private equity firm.

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 $181.5-million secondary bought deal public offering of trust units of Milestone Apartments Real Estate Investment Trust.

Woodbourne Canada Partners III (CA) LP

Acting for Woodbourne Canada Partners III (CA) LP with its $180-million acquisition with Tridel Builders Inc. of the residential component of The Well from RioCan REIT, Allied Properties REIT and Diamondcorp.

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 $143.9-million bought deal offering of subscription receipts of Milestone Apartments Real Estate Investment Trust. The proceeds from the offering were used to fund part of the purchase price for Milestone's $502-million acquisition of 15 properties from Landmark Apartment Trust, Inc.

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).

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with the $300-million initial public offering of common shares of Sleep Country Canada Holdings Inc. and in connection with a new $175-million senior secured credit facility. The proceeds of the initial public offering were used to acquire Sleep Country Canada Inc.

RBC Dominion Securities Inc. and CIBC World Markets Inc.

Acted for a syndicate of agents led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in connection with the initial public offering of Energy Credit Opportunities Income Fund, a closed-end investment fund which is managed by Purpose Investments Inc.

Woodbourne Capital

Acted for Woodbourne Capital in connection with its investment in a residential and commercial development at Montgomery Square in Toronto.

Woodbourne Capital

Acted for Woodbourne Capital in connection with its participation in an equity investment in, and the subordinate tranches of a $76-million loan to, a Hilton Hotel project in Calgary.

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.

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.

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.

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

Najafi Companies

Acted as Canadian counsel for Najafi Companies in its acquisition of C International Income Fund (formerly Cinram International Income Fund). The transaction was implemented as a sale proceeding under the Companies' Creditors Arrangement Act (with recognition proceedings commenced under Chapter 15 of the United States Bankruptcy Code).

AMC Entertainment Inc.

Acted for AMC Entertainment Inc. in its divestiture of Canadian theatres to Cineplex Inc. and Empire Theatres Limited.

Watsco, Inc.

Acted for Watsco, Inc. in its acquisition of 60% of Carrier's $330 million Canadian heating, ventilation and air conditioning distribution network in Canada, to form a joint venture with UTC Climate, Controls & Security, a unit of United Technologies Corp., under the name Carrier Enterprise Canada.

Woodbourne Investment Management LLC

Acted for Woodbourne Investment Management LLC in connection with a $300-million financing of All Seniors Care Living Centres.

BMO Capital Markets

Acted for a syndicate of underwriters led by BMO Capital Markets in connection with a $48-million bought deal offering of convertible debentures of Altus Group Limited.

Brambles Limited

Acted for Brambles Limited, the world's leading provider of pallet and container pooling solutions, in its acquisition of Paramount Pallet.

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.

Bird Construction Inc.

Acted for Bird Construction Inc. in connection with its $78 million acquisition of all outstanding shares of H.J. O'Connell, Limited, a construction company with operations in Newfoundland and Labrador, Québec and Manitoba.

Trimel BioPharma Holdings Inc.

Acted for Trimel BioPharma Holdings Inc. in its going public transaction on the Toronto Stock Exchange, valued at approximately $200 million, by way of amalgamation and share exchange under the TSX Venture Exchange Capital Pool Company program and a prospectus filed with the Ontario Securities Commission, together with a concurrent private placement of US$30.36 million of units.

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.

Atlas Holdings LLC and Blue Wolf Capital Partners LLC

Acted for Atlas Holdings LLC and Blue Wolf Capital Partners LLC in connection with the sale of Northern Resources Nova Scotia Corporation (the parent company of Northern Pulp, the Pictou County kraft pulp mill, and Northern Timber, which owns forest land) to Paper Excellence Canada Holdings Corporation.

Moody's Corporation

Acted as Canadian Counsel for Moody's Corporation in connection with its $155-million acquisition of CSI Global Education Inc., Canada's leading provider of financial learning, credentials, and certification.

Scotia Capital Inc.

Acted for a syndicate of underwriters co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. in a $350-million bought deal public offering of rate reset preferred shares of Manulife Financial Corporation.

Fuel Systems Solutions Inc. and M.T.M. s.r.L.

Acted for Fuel Systems Solutions Inc. in its acquisition of the assets and technology of FuelMaker Corporation from a subsidiary of American Honda Motor Co., Inc.

GMP Securities L.P. and TD Securities Inc.

Acted for a syndicate of underwriters co-led by GMP Securities L.P. and TD Securities Inc. in a $210-million bought deal public offering of trust units of CI Financial Income Fund.

Fortis Inc.

Acted for Fortis Inc. in its acquisition of Terasen Inc., the Canadian natural gas distribution business of Kinder Morgan, Inc., in a transaction valued at $3.7 billion, creating the largest investor-owned utility in Canada. Awarded 2007 Deal Team of the Year at the inaugural Canadian Dealmakers Gala.

Fortis Inc.

Acted for Fortis Inc. in its $1.15-billion bought deal public offering of subscription receipts. The net proceeds were used to finance a portion of the acquisition of Terasen Inc. from Kinder Morgan, Inc.

SCRE Investments Inc. and the Reichmann Family.

Acted for SCRE Investments Inc. and the Reichmann family as entities affiliated with SCRE Investments completed the sale to Ventas, Inc., a leading U.S. healthcare REIT, of a portfolio of healthcare and seniors' housing properties for $649 million.

Bird Construction Company Limited

Acted for Bird Construction Company Limited in its conversion to an income trust, Bird Construction Income Fund.

RBC Dominion Securities Inc.

Acted for RBC Dominion Securities Inc. in the $77.6 million closed end income fund initial public offering for Brascan Adjustable Rate Trust I.

Article

Tips, Guidance for Navigating Audits of Canada Emergency Wage Subsidy Claims, co-author

June 09, 2021 - The Lawyer’s Daily
Read the article.

Article

CRA Commences Comprehensive Canada Emergency Wage Subsidy Audits, co-author

June 01, 2021 - The Lawyer’s Daily
Read the article.

Bulletin

Be Prepared: Audits of Canada Emergency Wage Subsidy Claims Underway

Apr. 28, 2021 - A key part of the Canadian government’s response to the COVID-19 pandemic has been the Canada Emergency Wage Subsidy (CEWS). Although the CEWS has undergone a number of changes over the past year, its basic framework has remained the same: a wage subsidy of up to 75% of eligible remuneration...

Bulletin

2021 Federal Budget: Tax Highlights

Apr. 20, 2021 - The Honourable Chrystia Freeland, Canada’s Deputy Prime Minister and Minister of Finance, delivered the Liberal Party’s first federal budget (Budget 2021) in over two years and the first since the start of the global COVID-19 pandemic. As part of a recovery plan for “jobs, growth and resilience,”...

Bulletin

Canadian Tax Laws: A Review of 2020 and a Look Ahead to 2021

Jan. 28, 2021 - Review of Canadian Tax Developments in 2020 The year 2020 was anything but normal with the global COVID-19 pandemic creating both human and fiscal challenges in Canada and abroad. The federal government’s attention was fixed firmly on the pandemic for most of the year, and it was only in November...

Bulletin

Canada’s Fall Economic Statement: Tax Highlights

Dec. 01, 2020 - The Honourable Chrystia Freeland, Deputy Prime Minister of Canada and Minister of Finance, has released the Liberal Party’s first economic statement (Fall Economic Statement) since the start of the global COVID-19 pandemic. A record deficit of over $381 billion is projected for 2020-2021. This...

Bulletin

Canada Emergency Wage Subsidy: An Updated Guide for Businesses

Aug. 25, 2020 - The federal government passed legislation on July 27, 2020, extending the Canada Emergency Wage Subsidy (CEWS) and significantly broadening its reach. In this guide, we provide a comprehensive review and analysis of the CEWS program, including details of the latest updates and key considerations...

Bulletin

CEWS Update: Review of New Rules and CRA Guidance

June 09, 2020 - Introduction Earlier this year, Parliament enacted legislation adopting the Canada Emergency Wage Subsidy (CEWS) through amendments to the Income Tax Act (Canada) (Act). We previously reviewed the initial legislation in detail. Read our earlier analysis. In a press release issued...

Bulletin

The Canada Emergency Wage Subsidy: A Guide for Businesses

Apr. 23, 2020 - Introduction Parliament has enacted legislation adopting the Canada Emergency Wage Subsidy (CEWS) through amendments to the Income Tax Act (ITA). Although the CEWS program is not tax legislation, by implementing the CEWS through the ITA, the government sought to leverage existing income...

Bulletin

Canadian Tax and Other Measures Implemented in Response to COVID-19 Pandemic

Mar. 27, 2020 - Starting on March 18, 2020, the Canadian government has announced a series of emergency measures intended to help stabilize the economy in response to the COVID-19 pandemic. These include tax and economic measures aimed at providing financial support for individuals and businesses, and alleviating...

Bulletin

Canadian Tax Laws: A Review of 2019 and a Look Ahead to 2020

Jan. 30, 2020 - Each year at this time we look back at some of the more significant income tax developments in Canada affecting domestic and international business over the past year and look ahead to possible Canadian tax developments in the coming year. Review of Canadian Tax Developments in 2019 Tax...

Guide

Taxation of Corporate Reorganizations, 3rd ed., co-author

Mar. 29, 2019 - (Toronto: Carswell)
Purchase a copy of Taxation of Corporate Reorganizations, 3rd ed.

Bulletin

2019 Federal Budget: Tax Highlights

Mar. 19, 2019 - Budget 2019 is the last federal budget of the current Liberal government before the upcoming federal election in October 2019. Tax-related measures are intended to advance the government’s stated priority of creating a fair tax system. Proposals include changes to the employee stock option rules,...

Bulletin

Tax Court Finds That Broker Fees on a Private Company Sale Were GST/HST-Taxable

May 10, 2018 - The Tax Court of Canada recently released its decision in Barr v. The Queen, 2018 TCC 86, which considered whether share-sale commissions were exempt from HST. The taxpayer was the sole shareholder of a Canadian company. He had retained two brokers for the sale of his company or its...

Bulletin

2018 Federal Budget: Tax Highlights

Feb. 27, 2018 - As anticipated, today’s federal budget (Budget 2018) focuses on a few targeted areas, including the taxation of passive investments made by private corporations, and does not contain any measures in response to the enactment of tax reform in the United States or relating to the OECD BEPS...

Bulletin

U.S. Tax Laws: A Review of 2017 and a Look Ahead to 2018

Jan. 11, 2018 - Each year at this time, we offer a look back at some of the more significant income tax developments in the United States affecting domestic and international business over the past year and a look ahead to possible U.S. tax developments in the coming year. Tax Developments in 2017 As we...

Bulletin

Canadian Tax Laws: A Review of 2017 and a Look Ahead to 2018

Jan. 11, 2018 - Each year at this time we offer a look back at some of the more significant income tax developments in Canada affecting domestic and international business over the past year and a look ahead to possible Canadian tax developments in the coming year. Developments in 2017 1....

Bulletin

Ontario Proposes Changes to Land Transfer Tax for Certain Trusts and Partnerships

July 19, 2017 - The Ontario Ministry of Finance considers partnerships and most trusts to be transparent for Ontario land transfer tax (LTT) purposes. This means that if a unit trust or limited partnership with a large number of unitholders purchases a beneficial interest in Ontario real estate, technically each...

Bulletin

Ontario Unveils a New 15% Land Transfer Tax and Expanded Rent Controls

Apr. 20, 2017 - On April 20, 2017 the Ontario government announced a set of measures, dubbed the Fair Housing Plan, intended to “help more people find an affordable place to call home, while bringing stability to the real estate market and protecting the investment of homeowners.” The plan includes a proposed 15%...

Bulletin

2016 Federal Budget: Tax Highlights

Mar. 22, 2016 - The new Liberal government’s first budget (Budget 2016) has been the subject of anticipation and speculation, much of it apprehensive. Unusually, Budget 2016 is noteworthy for what it does not contain. Budget 2016 does not introduce changes to increase the tax rate on employee stock...

Speaking Engagement

The Commons Institute, webinar, “Negotiating Share and Asset Purchase Agreements: Fundamental Considerations”

Feb. 27, 2014 - Download the presentation.

Article

Critical Issues in the Determination of Cost Under the Income Tax Act

Dec. 31, 2013 - Report of Proceedings of the Sixty-Fourth Tax Conference, 2012 Conference Report (Canadian Tax Foundation)

Speaking Engagement

Canadian Tax Foundation, annual conference, “Critical Issues in the Determination of Cost under the Income Tax Act”

Nov. 01, 2012

Guide

Taxation of Corporate Reorganizations, 2nd ed., co-author

Sept. 28, 2012 - (Toronto: Carswell)