Ironbridge Equity Partners Management Limited

Acted for funds affiliated with Ironbridge Equity Partners Management Limited in the acquisition and related financing of Gardner Glass Products, Inc., a North Carolina-based company that manufactures and distributes tempered, mirrored, backpainted, and laminated glass products.

Sleep Country Holdings Inc.

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

Fulcrum Capital Partners

Acted for Fulcrum Capital Partners in the merger of its portfolio company, Accucam Machining, with EQI Ltd., a portfolio company of Atlas Holdings, to create a leading global supply chain solution for metal products.

Northleaf Capital Partners

Acted for Northleaf Capital Partners in its joint acquisition with AVALT of a majority interest in AMAROK, LLC, a leading provider of contracted perimeter security infrastructure solutions in the United States.

Amcor Flexibles LLC

Acted for Amcor Flexibles LLC in the US$215-million sale of its three healthcare manufacturing facilities to Tekni-Plex, a globally-integrated company focused on developing and manufacturing products for a wide variety of end markets, including medical, pharmaceutical, food, beverage, personal care, household and industrial.

PSP Investments

Acting for PSP Investments in the US$239.6-million acquisition by Clearwater U.S. Multi-Family (No. 2) Holding LP, a limited partnership formed by PSP and Daniel Drimmer (CEO and director of the general partner of the Clearwater Fund), of Starlight U.S. Multi-Family (No.1) Value-Add Fund's portfolio of three multi-family properties totalling 1,193 units located in the United States.

Amcor Flexibles LLC

Assisted Amcor Flexibles LLC in the disposition of three manufacturing facilities in Wisconsin, ordered pursuant to U.S. anti-trust requirements.

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.

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.

Amcor Rigid Plastics USA, Inc.

Acted for Amcor Rigid Plastics USA, Inc. in connection with its US$280-million acquisition of the North American rigid plastics blow molding operations of Sonoco Products Company, a global packaging company based in the United States.

Beringer Capital

Acted for Beringer Capital in connection with its acquisition of AdWeek.

Public Sector Pension Investment Board

Acted for Public Sector Pension Investment Board in connection with the acquisition by way of a joint venture with Henley Holding Company, a wholly-owned subsidiary of the Abu Dhabi Investment Authority, of a 58 million square foot portfolio of core industrial properties held by investment funds owned and managed by Exeter Property Group for US $3.15 billion.

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.

Montclair Energy LLC

Acted for Montclair Energy LLC in connection with its proposal to acquire Equal Energy Ltd., an oil and gas exploration and production company with assets principally located in Oklahoma and in connection with the ultimate sale of Equal Energy to PetroFlow Energy Corporation.

Amcor Limited

Acted for Amcor Limited in connection with its US$114.8-million acquisition of AGI-Shorewood's tobacco packaging operations in China, Mexico, South Korea and the United States. This deal was selected as Corporate/Strategic Acquisition of the Year (Over $100mm to $1 Billion) in 2013 by The M&A Advisor.

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.

Amcor Flexibles Netherlands Holding B.V.

Acted for Amcor Flexibles Netherlands Holding B.V., a subsidiary of Amcor Limited, in connection with its US$40-million acquisition of the Aluprint, S. de R.L. de C.V. tobacco packaging plant in Mexico.

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.

KGHM Polska Miedz S.A.

Acted for KGHM Polska Miedz S.A., one of Poland's leading companies and Europe's largest copper miner, in its $2.87-billion acquisition of Quadra FNX Mining Ltd.  At the time of closing, this was the largest ever foreign acquisition by a Polish company.

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.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with the acquisition of Grayd Resource Corporation by way of takeover bid for $275 million.

Enerflex Ltd.

Acted for Enerflex Ltd. in establishing $465.5 million of financing comprised of a revolving credit facility and multiple bi-lateral letter of credit facilities with a syndicate of banks and the issuance of an aggregate of $90.5 million of unsecured notes in a private placement to institutional investors.

Jaguar Mining Inc.

Acted for Jaguar Mining Inc. in a 144A private placement of US$103.5 million aggregate principal amount of senior convertible notes due 2016.

Jaguar Mining Inc.

Acted for Jaguar Mining Inc. in connection with its acquisition of MCT Mineraçao Ltda., an indirect subsidiary of Kinross Gold Corporation, to obtain control over the Gurupi Project, a gold exploration project located in the state of Maranhao, Brazil.

Meridiam Infrastructure, Bouygues Travaux Publics and Transfield Services Ltd.

Acted for the Miami Access Tunnel consortium, comprised of Meridiam Infrastructure, Bouygues Travaux Publics and Transfield Services Ltd. for the design, build, finance, operation and maintenance of the US$1.3 billion greenfield Port of Miami Tunnel project. Davies also acted as lead counsel for the consortium on the financing of the Project, with the senior debt financing of US$340 million being provided through a club of 10 international banks and the subordinated debt financing of US$341 million being provided as a 35-year fixed rate loan by the United States Department of Transportation under the federal TIFIA (Transportation Infrastructure Finance and Innovation Act of 1998) program. This project was awarded the 2009 Global PPP Deal of the Year by Project Finance magazine and the 2009 Americas PPP Deal of the Year by each of Project Finance International and Project Finance magazine.

Jaguar Mining Inc.

Acted for Jaguar Mining Inc. in a 144A private placement of US$165 million aggregate principal amount of senior convertible notes due 2014.

BELLUS Health Inc.

Acted for BELLUS Health Inc. with respect to a rights offering, resulting in the issuance of 52,363,419 common shares for aggregate proceeds of $9.7 million.

Federal Trade Commission Proposes Rule to Ban Non-Compete Clauses

Jan. 19, 2023 - The United States Federal Trade Commission (FTC) recently issued a proposed rule that, if adopted, would broadly prohibit employers from entering into post-employment non-compete agreements with workers, and would also require employers to rescind any such existing non-compete agreements. The...

SEC Rulemaking Developments in 2017

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SEC Filings Must Include Hyperlinks to Exhibits and Be in HTML Format

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SEC Rulemaking Developments 2016

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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...

SEC Rulemaking Developments in 2015

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