Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in connection with an offering by CDP Financial of CAD$1.5 billion of senior notes under its senior notes program
Partner
Partner
Sébastien advises on significant public and private mergers and acquisitions.
He also represents issuers and underwriters in public offerings and private placements of equity and debt securities, in both Canada and the U.S. He works extensively with REITS, financial institutions and financial technology and life science companies. Sébastien has also represented investors with their investments in Canadian mining companies and is a member of the China practice group. Clients regularly turn to him for assistance with securities regulation compliance and corporate governance advice.
Sébastien is co-lecturer in Securities Regulation at McGill University’s Faculty of Law.
Partner
Sébastien advises on significant public and private mergers and acquisitions.
He also represents issuers and underwriters in public offerings and private placements of equity and debt securities, in both Canada and the U.S. He works extensively with REITS, financial institutions and financial technology and life science companies. Sébastien has also represented investors with their investments in Canadian mining companies and is a member of the China practice group. Clients regularly turn to him for assistance with securities regulation compliance and corporate governance advice.
Sébastien is co-lecturer in Securities Regulation at McGill University’s Faculty of Law.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in connection with an offering by CDP Financial of CAD$1.5 billion of senior notes under its senior notes program
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its US$176-million public offering (including the full exercise of the over-allotment option by the underwriters) in Canada and in the United States.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in connection with an offering by CDP Financial of EUR2 billion in senior notes under its senior notes program.
Cominar REIT
Acted for Cominar REIT, one of Canada's largest diversified real estate investment trusts and the largest commercial property owner in Québec, in its C$5.7-billion sale to Iris Acquisition II LP, which is an entity created by a consortium led by Canderel Real Estate Property Inc., one of Canada's largest privately held real estate companies.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in connection with an offering by CDP Financial of US $1.5 billion of Senior Notes under its Senior Notes Program.
BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc.
Acted for BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc. and a group of other agents in a $300-million offering of Metro Inc.'s 1.922% Series J senior unsecured notes due December 2, 2024.
Enbridge Inc.
Acted for Enbridge Inc. in the sale of its minority ownership interest in Noverco Inc. to Trencap L.P. for $1.14 billion.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its US$200-million public offering in Canada and the United States.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in connection with an offering by CDP Financial of CAD $1.25 billion of Senior Notes under its Senior Notes Program.
National Bank Financial Inc.
Acted for BofA Securities, Inc., National Bank Financial Inc. and a syndicate of initial purchasers in a US$500 million offering of Videotron Ltd.'s 3.625% Senior Notes due June 15, 2029 and a C$750 million offering of Videotron Ltd.'s 3.625% Senior Notes due June 15, 2028.
Caisse de dépôt et placement du Québec and CDP Financial Inc.
Acted for Caisse de dépôt et placement du Québec (Caisse) and CDP Financial Inc. in CDP Financial's inaugural issuance of green bonds totalling US$1.0 billion under its US$20-billion senior notes program guaranteed by Caisse.
Lantic Inc.
Acted for Lantic Inc. in its $100-million offering of 3.49% senior guaranteed notes due April 30, 2031.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec in Dialogue Health Technologies Inc.'s initial public offering.
National Bank Financial Inc.
Acted for National Bank Financial Inc. and a syndicate of underwriters in a $650-million offering of Videotron Ltd.'s 3.125% senior notes due January 15, 2031.
Bellus Health Inc.
Acted for Bellus Health Inc. in connection with its US$50-million at-the-market offering.
IOU Financial Inc.
Acted for IOU Financial Inc. in its strategic transaction with Neuberger Berman, which comprised a non-brokered private placement of common shares of the company for gross proceeds of approximately C$2.1 million and a loan purchase agreement with a fund managed by Neuberger Berman for up to US$150 million per year over the next two years.
Lantic Inc.
Acted for Lantic Inc. in its strategic collaboration with DouxMatok to deliver a unique sugar reduction solution on cane sugar to food companies in North America.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its US$40-million public offering in the United States.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in its private placement of $150 million of 5.95% Series 12 senior unsecured debentures due May 5, 2025.
Bellus Health Inc.
Acted for Bellus Health Inc. in its acquisition of the BLU-5937 and related P2X3 antagonists intellectual property assets from adMare BioInnovations' NEOMED Institute.
Health & Happiness (H&H) Hong Kong Limited
Acted for NewH2 Limited, a subsidiary of Health and Happiness (H&H) International Holdings Limited, in its private placement of C$5.75 million in Else Nutrition Holdings Inc., an Israel-based company, as part of an aggregate private placement offering of up to C$8.0 million.
BMO Nesbitt Burns Inc.
Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and RBC Dominion Securities Inc. in connection with the offering by Metro Inc. of $400 million aggregate principal amount of Series I, 3.413% senior unsecured notes due February 28, 2050.
BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities
Acted as Canadian counsel to the syndicate of initial purchasers led by BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities in an offering of US$450 million of senior secured notes of Garda World Security Corporation.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec (Caisse) and CDP Financial Inc. in CDP Financial's establishment and launch of a US$20-billion senior notes program guaranteed by Caisse, including four subsequent offerings by CDP Financial totalling US$8.5 billion in senior notes under the program.
Gelpac Inc. and Namakor Holdings
Acted for Namakor Holdings and its portfolio company Gelpac Inc., a Canadian leader of high-performance packaging solutions, in the strategic acquisition of WBC Extrusion Products, Inc., a U.S. specialty manufacturer of single-use blown polymer films.
BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities
Acted as Canadian counsel to the syndicate of initial purchasers led by BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities in an offering of US$779 million of 9.50% senior notes due 2027 of Garda World Security Corporation and to the solicitation agents in respect of the offer to purchase and consent to solicitation in respect of Garda World's US$625 million 8.75% senior notes due 2025.
TD Securities Inc.
Acted for TD Securities Inc. and a syndicate of underwriters in a $800-million offering of Videotron Ltd.'s 4.5% senior notes due 2030.
BELLUS Health Inc.
Acted as counsel to BELLUS Health Inc. in its US$70-million initial public offering in the United States.
BMO Nesbitt Burns Inc.
Acted as counsel to BMO Nesbitt Burns Inc. in its delivery of an independent fairness opinion to the board of Transat A.T. Inc. in respect of its proposed acquisition by Air Canada.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in the public offering of its 4.5% Series 11 senior unsecured debentures due May 15, 2024, for the principal amount of $200 million.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its $35-million overnight marketed offering of common shares to support the development of its lead drug candidate BLU-5937 for chronic cough.
Bellus Health Inc.
Acted for Bellus Health Inc. in the filing of a base shelf prospectus.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec in the purchase of a block of shares of Stella-Jones Inc. from Stella Jones International S.A. for approximately $182 million pursuant to a private placement.
Rogers Sugar Inc.
Acted for Rogers Sugar Inc. in connection with the issuance, on a bought deal basis, of $97,750,000 aggregate principal amount of convertible unsecured subordinated debentures.
BMO Nesbitt Burns Inc.
Acted for the Bank of Montreal, Canadian Imperial Bank of Commerce and National Bank of Canada, which together have committed bank facilities of $3.4 billion to finance the cash portion of Metro Inc.'s $4.5 billion acquisition of The Jean Coutu Group Inc.
BNP Paribas S.A.
Acted for BNP Paribas S.A. in connection with an investment by the Caisse de dépôt et placement du Québec in Innocap Investment Management Inc.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its $20-million overnight marketed offering of common shares.
BMO Nesbitt Burns Inc.
Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and CIBC World Markets Inc. on the following private placement by Metro Inc. to partially finance its acquisition of The Jean-Coutu Group (PJC) Inc.: $1.2 billion aggregate principal amount of 2.68% Series F senior unsecured notes due December 5, 2022; 3.39% Series G senior unsecured notes due December 6, 2027; and 4.27% Series H senior unsecured notes due December 4, 2047.
Rogers Sugar Inc.
Acted for Rogers Sugar Inc. in the $40-million acquisition by its subsidiary L.B. Maple Treat Corporation of Decacer, a major bottler and distributor of branded and private label maple syrup and maple sugar, based in Dégelis, Québec.
Rogers Sugar Inc.
Acted for Rogers Sugar Inc. in connection with the $160.3 million acquisition of L.B. Maple Treat Corporation; and the issuance of $69.2 million subscription receipts on a bought deal basis, and $57.5 million of extendible convertible unsecured subordinated debentures.
IOU Financial Inc.
Acted for IOU Financial Inc. in connection with a private placement financing, with a brokered and a non-brokered portion, of approximately $3.5-million in common shares of the company.
Bank of America Merrill Lynch
Acted for Bank of America Merrill Lynch in Videotron Ltd.'s high-yield offering of US$600-million aggregate principal amount of 5 1/8% senior notes due 2027.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in connection with the sale of its wholly owned subsidiary, Thallion Pharmaceuticals Inc., to Taro Pharmaceuticals Inc., including all the rights to the drug candidate ShigamabT.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in connection with the exclusive worldwide licence agreement with The Neomed Institute to develop and commercialize BLU-5937 for the treatment of chronic cough.
BMO Nesbitt Burns Inc.
Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and TD Securities Inc. in connection with a $400-million offering of Series E floating rate senior unsecured notes due February 27, 2020 by Metro Inc.
IOU Financial Inc.
Acted for IOU Financial Inc. in connection with its $2.3-million non-brokered private placement of common shares.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $200-million offering of trust units on a bought deal basis.
Caisse de dépôt et placement du Québec
Acted for the Caisse de dépôt et placement du Québec in connection with its initial $25-million investment in LASIK MD, Canada's largest vision correction leader, to help finance the acquisition of a minority interest in Vision Group Holdings, an American leader in vision correction, as well as its undertaking to provide for additional investments to finance future acquisitions.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its offering of 4.247% Series 10 Senior Unsecured Debentures due May 23, 2023 in the principal amount of $225 million.
Export-Import Bank of China
Acting for the Export-Import Bank of China in connection with the financing of the acquisition of Alter NRG Corp. by Harvest International New Energy, Co., Ltd.
La Coop fédérée
Acted for La Coop fédérée in connection with the combination of its Sonic division with Groupe Filgo for the purpose of merging their energy products distribution activities and their service stations operations.
IOU Financial Inc.
Acted for IOU Financial Inc. in connection with the issuance by way of private placement of $10.5 million of 10% convertible unsecured subordinated debentures due December 31, 2020.
IOU Financial Inc.
Acted for IOU Financial Inc. in connection with its successful response to Qwave Capital LLC's unsolicited partial takeover bid, including in injunctive proceedings asserting a breach by Qwave of a confidentiality agreement.
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.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with a public offering of its 4.164% Series 9 senior unsecured debentures due June 1, 2022 in the principal amount of $300 million.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its public offering of 7,901,650 trust units at a price of $19.65 per unit to a syndicate of underwriters led by National Bank Financial Inc. and BMO Capital Markets for total net proceeds of approximately $148.8 million.
National Bank Financial Inc.
Acted for National Bank Financial Inc. and a syndicate of agents on a $600 million aggregate private placement by Metro Inc. of 3.20% Series C Senior Unsecured Notes due December 1, 2021 and 5.03% Series D Senior Unsecured Notes due December 1, 2044.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with the $1.527-billion acquisition of a portfolio of 11 shopping centres, three office properties and one industrial property from Ivanhoé Cambridge, the real estate subsidiary of the Caisse de dépôt et placement du Québec. The firm also represented Cominar in financing the acquisition, through the issuance of $250 million of trust units to Ivanhoé Cambridge by way of private placement, the issuance of $250 million of trust units to the public by way of a bought deal, the establishment of new unsecured bridge facilities of up to $850 million, a $100-million unsecured credit facility, and mortgage financings of $250 million.
Caisse de dépôt et placement du Québec
Acted for CDP Financial Inc., a wholly owned subsidiary of La Caisse de dépôt et placement du Québec, in connection with an offering of US$2 billion of senior notes in the United States and Canada.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with the closing of the re-opening of its offering of 4.941% Series 4 senior unsecured debentures due July 27, 2020 in the principal amount of $100 million.
CDP Financial Inc.
Acted for CDP Financial Inc., a wholly owned subsidiary of the Caisse de dépôt et placement du Québec, in connection with the establishment of its US$5-billion commercial paper program in the United States.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its offering of series 5 floating rate senior unsecured debentures due October 9, 2015 in the principal amount of $250 million.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in connection with its acquisition of Thallion Pharmaceuticals Inc.
National Bank Financial Inc.
Acted for the syndicate of underwriters led by National Bank Financial Inc. in connection with an issuance by Videotron Ltd. of a $400-million aggregate principal amount of senior notes offering due 2025.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with the closing of the public offering of its 4.00% Series 3 senior unsecured debentures due November 2, 2020 in the principal amount of $100 million.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with the closing of the re-opening of its 4.23% Series 2 senior unsecured debentures due December 4, 2019 in the principal amount of $100 million.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $200-million offering of 4.23% senior unsecured debentures.
Wellspring Capital Partners
Acted as Canadian counsel to Wellspring Capital Partners in connection with the sale of its portfolio company, Omni Energy Corporation, to Gibson Energy Inc. for US$445 million subject to working capital adjustments.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $697-million acquisition of 68 office and industrial properties in Montréal and Ottawa from GE Capital Real Estate.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $125-million public offering of Series 1 unsecured debentures due June 2017.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $276-million offering of trust units on a bought deal basis.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $150-million public offering of units.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its redemption of its Series A 6.30% convertible unsecured subordinated debentures maturing on June 30, 2014 and the filling of a preliminary short form base shelf prospectus with the securities regulatory authorities in each of the provinces and territories of Canada regarding issue of debt securities having an offer price of up to $750 million.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its unsolicited takeover bid for Canmarc Real Estate Investment Trust, valued at approximately $904 million.
Rogers Sugar Inc.
Acted for Rogers Sugar Inc. in connection with its public offering of $60 million aggregate principal amount of convertible unsecured subordinated debentures.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $107.2-million public offering.
TD Securities Inc.
Acted for TD Securities Inc. and a syndicate of underwriters in a $300-million offering of Videotron Limited's senior notes due 2021.
Société de Développement Alpha (SDA) Inc.
Acted for Société de Développement Alpha (SDA) Inc., an affilicate of Michel Dallaire and his family, in connection with its acquisition of Investus Real Estate Inc. by way of amalgamation.
Scotia Capital Inc.
Acted for Scotia Capital Inc. and a syndicate of underwriters in a $325-million offering of Quebecor Media Inc.'s senior notes due 2021.
Rogers Sugar Income Fund
Acted for Rogers Sugar Income Fund and Rogers Sugar Inc. in the conversion of Rogers Sugar Income Fund to a corporate structure by way of plan of arrangement.
BMO Nesbitt Burns Inc. (BMO Capital Markets)
Acted for a syndicate of underwriters co-led by BMO Capital Markets and National Bank Financial Inc. in connection with a $50-million bought deal offering of convertible debentures of Altus Group Income Fund.
CIBC World Markets Inc. (and a syndicate of underwriters)
Acted for a syndicate of underwriters led by CIBC World Markets Inc. in a $200-million offering by Cogeco Cable of 5.15% senior secured debentures due in 2020.
AM Total Investments (GP)
Acted for AM Total Investments (GP), a general partnership wholly owned by the Dallaire family, which concluded a transaction to monetize one million units of Cominar REIT.
Rossy and Assaly families
Acted for the founders of Dollarama Inc. in connection with a $282-million bought deal secondary offering of common shares and related over-allotment option in January, 2010 and in connection with a $287.5-million bought deal secondary offering of common shares and related over-allotment option in April, 2010.
Rogers Sugar Income Fund
Acted for Rogers Sugar Income Fund in its $50-million public offering of principal amount of convertible unsecured subordinated debentures.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in its $115-million public offering, after full exercise of the underwriters' over-allotment option.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in its takeover bid for Overland Realty Limited in an all-cash deal that valued Overland at $70.9 million.
CDP Financial Inc.
Acted for CDP Financial Inc., a wholly owned subsidiary of the Caisse de dépôt et placement du Québec, in connection with an offering of $2 billion of senior notes, comprised of $1 billion of FRN (floating rate note) senior notes due 2015 and $1 billion of senior notes due 2020.
RBC Dominion Securities Inc. and a syndicate of underwriters
Acted for RBC Dominion Securities Inc. and a syndicate of underwriters in a $300-million offering of Videotron Ltd.'s senior notes due 2020.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in its bought deal public offering of $86-million principal amount of convertible unsecured subordinated debentures.
Rossy and Assaly families
Acted for the founders of Dollarama Inc. in connection with the corporation's $300 million initial public offering of common shares.
Glencore International AG and RP Explorer Master Fund
Acted for each of Glencore International AG and RP Explorer Master Fund, significant stakeholders in Katanga Mining Limited, in connection with the merger of Katanga and Nikanor PLC to create a company with a combined market capitalization of approximately US$3.3 billion.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $592-million acquisition of 6.5 million square feet of office and industrial properties from Homburg Invest Inc., representing approximately 72% of the leasable space acquired by Homburg in its purchase of Alexis Nihon REIT.
Abitibi-Consolidated Inc.
Acted for Abitibi-Consolidated Inc. (now known as Resolute Forest Products) which with the Caisse de dépôt et placement du Québec completed a joint venture for the Company's hydroelectric generation facilities in Ontario. The joint venture, ACH Limited Partnership, was 75% owned by Abitibi-Consolidated and 25% owned by the Caisse.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its acquisition of the assets of Alexis Nihon Real Estate Investment Trust in a transaction valued at $440 million.
Neurochem Inc. (now BELLUS Health Inc.)
Acted for Neurochem Inc. (now BELLUS Health Inc.) in its private placement offering of US$42 million in 6% senior convertible notes due 2026.
Procaps Encapsulation Inc.
Acted for Procaps Encapsulation Inc., a leading paintball manufacturer, in connection with the sale of its assets to a private equity fund managed by Imperial Capital Corporation.
Aug. 27, 2019 - The Business Roundtable, an association of CEOs of major U.S. corporations, recently issued its “Statement on the Purpose of the Corporation. ” The statement underscores the Business Roundtable’s commitment to all stakeholders of corporations, including their customers, employees, suppliers,...
Sébastien Roy Interviewed by Lexpert about Dealmaking in the Maple Syrup Business
Feb. 13, 2018 - Davies partner Sébastien Roy was recently interviewed for a Lexpert Magazine article about transactions in the maple syrup industry, including Rogers Sugar’s (RSI’s) $160.3-million acquisition of L.B. Maple Treat (LBMT) last August. Sébastien believes it was the right time for RSI and...
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...
Let’s Meet Halfway: CSA Adopts Amendments to Streamline Venture Issuers’ Disclosure
Apr. 15, 2015 - On April 9, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to continuous disclosure, governance and prospectus disclosure requirements (the Amendments).1 Most of the Amendments streamline the disclosure requirements for venture issuers and aim to...
Public Offering: Prospectus Regime
Sept. 30, 2012 - JurisClasseur Québec, Corporate Law Collection, 2021 Updated Edition (Montréal: LexisNexis Canada)
Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Québec
IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets: Debt; Capital Markets: Equity
Lexpert Special Edition: Finance and M&A
Lexpert Special Edition: Technology and Health Sciences
The Canadian Legal Lexpert Directory—Corporate Finance and Securities; Corporate Mid-Market; Mergers and Acquisitions
The Best Lawyers in Canada—Corporate Governance Practice (Lawyer of the Year 2023, Montréal); Corporate Law; Mergers and Acquisitions Law; Securities Law
Québec, 2003
Harvard Law School, Executive Education: Accelerated Leadership Program, 2016
McGill University, BCL/LLB (with Great Distinction), 2002
McGill University, BA Philosophy (with Distinction), 1999
The Canadian Club of Montréal, director
BELLUS Health Inc., corporate secretary
Sébastien is co-lecturer in Securities Regulation at McGill University’s Faculty of Law.
Sébastien advises on significant public and private mergers and acquisitions.
He also represents issuers and underwriters in public offerings and private placements of equity and debt securities, in both Canada and the U.S. He works extensively with REITS, financial institutions and financial technology and life science companies. Sébastien has also represented investors with their investments in Canadian mining companies and is a member of the China practice group. Clients regularly turn to him for assistance with securities regulation compliance and corporate governance advice.
Sébastien is co-lecturer in Securities Regulation at McGill University’s Faculty of Law.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in connection with an offering by CDP Financial of CAD$1.5 billion of senior notes under its senior notes program
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its US$176-million public offering (including the full exercise of the over-allotment option by the underwriters) in Canada and in the United States.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in connection with an offering by CDP Financial of EUR2 billion in senior notes under its senior notes program.
Cominar REIT
Acted for Cominar REIT, one of Canada's largest diversified real estate investment trusts and the largest commercial property owner in Québec, in its C$5.7-billion sale to Iris Acquisition II LP, which is an entity created by a consortium led by Canderel Real Estate Property Inc., one of Canada's largest privately held real estate companies.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in connection with an offering by CDP Financial of US $1.5 billion of Senior Notes under its Senior Notes Program.
BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc.
Acted for BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc. and a group of other agents in a $300-million offering of Metro Inc.'s 1.922% Series J senior unsecured notes due December 2, 2024.
Enbridge Inc.
Acted for Enbridge Inc. in the sale of its minority ownership interest in Noverco Inc. to Trencap L.P. for $1.14 billion.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its US$200-million public offering in Canada and the United States.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in connection with an offering by CDP Financial of CAD $1.25 billion of Senior Notes under its Senior Notes Program.
National Bank Financial Inc.
Acted for BofA Securities, Inc., National Bank Financial Inc. and a syndicate of initial purchasers in a US$500 million offering of Videotron Ltd.'s 3.625% Senior Notes due June 15, 2029 and a C$750 million offering of Videotron Ltd.'s 3.625% Senior Notes due June 15, 2028.
Caisse de dépôt et placement du Québec and CDP Financial Inc.
Acted for Caisse de dépôt et placement du Québec (Caisse) and CDP Financial Inc. in CDP Financial's inaugural issuance of green bonds totalling US$1.0 billion under its US$20-billion senior notes program guaranteed by Caisse.
Lantic Inc.
Acted for Lantic Inc. in its $100-million offering of 3.49% senior guaranteed notes due April 30, 2031.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec in Dialogue Health Technologies Inc.'s initial public offering.
National Bank Financial Inc.
Acted for National Bank Financial Inc. and a syndicate of underwriters in a $650-million offering of Videotron Ltd.'s 3.125% senior notes due January 15, 2031.
Bellus Health Inc.
Acted for Bellus Health Inc. in connection with its US$50-million at-the-market offering.
IOU Financial Inc.
Acted for IOU Financial Inc. in its strategic transaction with Neuberger Berman, which comprised a non-brokered private placement of common shares of the company for gross proceeds of approximately C$2.1 million and a loan purchase agreement with a fund managed by Neuberger Berman for up to US$150 million per year over the next two years.
Lantic Inc.
Acted for Lantic Inc. in its strategic collaboration with DouxMatok to deliver a unique sugar reduction solution on cane sugar to food companies in North America.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its US$40-million public offering in the United States.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in its private placement of $150 million of 5.95% Series 12 senior unsecured debentures due May 5, 2025.
Bellus Health Inc.
Acted for Bellus Health Inc. in its acquisition of the BLU-5937 and related P2X3 antagonists intellectual property assets from adMare BioInnovations' NEOMED Institute.
Health & Happiness (H&H) Hong Kong Limited
Acted for NewH2 Limited, a subsidiary of Health and Happiness (H&H) International Holdings Limited, in its private placement of C$5.75 million in Else Nutrition Holdings Inc., an Israel-based company, as part of an aggregate private placement offering of up to C$8.0 million.
BMO Nesbitt Burns Inc.
Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and RBC Dominion Securities Inc. in connection with the offering by Metro Inc. of $400 million aggregate principal amount of Series I, 3.413% senior unsecured notes due February 28, 2050.
BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities
Acted as Canadian counsel to the syndicate of initial purchasers led by BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities in an offering of US$450 million of senior secured notes of Garda World Security Corporation.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec (Caisse) and CDP Financial Inc. in CDP Financial's establishment and launch of a US$20-billion senior notes program guaranteed by Caisse, including four subsequent offerings by CDP Financial totalling US$8.5 billion in senior notes under the program.
Gelpac Inc. and Namakor Holdings
Acted for Namakor Holdings and its portfolio company Gelpac Inc., a Canadian leader of high-performance packaging solutions, in the strategic acquisition of WBC Extrusion Products, Inc., a U.S. specialty manufacturer of single-use blown polymer films.
BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities
Acted as Canadian counsel to the syndicate of initial purchasers led by BofA Securities, Inc., Barclays, J.P. Morgan and TD Securities in an offering of US$779 million of 9.50% senior notes due 2027 of Garda World Security Corporation and to the solicitation agents in respect of the offer to purchase and consent to solicitation in respect of Garda World's US$625 million 8.75% senior notes due 2025.
TD Securities Inc.
Acted for TD Securities Inc. and a syndicate of underwriters in a $800-million offering of Videotron Ltd.'s 4.5% senior notes due 2030.
BELLUS Health Inc.
Acted as counsel to BELLUS Health Inc. in its US$70-million initial public offering in the United States.
BMO Nesbitt Burns Inc.
Acted as counsel to BMO Nesbitt Burns Inc. in its delivery of an independent fairness opinion to the board of Transat A.T. Inc. in respect of its proposed acquisition by Air Canada.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in the public offering of its 4.5% Series 11 senior unsecured debentures due May 15, 2024, for the principal amount of $200 million.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its $35-million overnight marketed offering of common shares to support the development of its lead drug candidate BLU-5937 for chronic cough.
Bellus Health Inc.
Acted for Bellus Health Inc. in the filing of a base shelf prospectus.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec in the purchase of a block of shares of Stella-Jones Inc. from Stella Jones International S.A. for approximately $182 million pursuant to a private placement.
Rogers Sugar Inc.
Acted for Rogers Sugar Inc. in connection with the issuance, on a bought deal basis, of $97,750,000 aggregate principal amount of convertible unsecured subordinated debentures.
BMO Nesbitt Burns Inc.
Acted for the Bank of Montreal, Canadian Imperial Bank of Commerce and National Bank of Canada, which together have committed bank facilities of $3.4 billion to finance the cash portion of Metro Inc.'s $4.5 billion acquisition of The Jean Coutu Group Inc.
BNP Paribas S.A.
Acted for BNP Paribas S.A. in connection with an investment by the Caisse de dépôt et placement du Québec in Innocap Investment Management Inc.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its $20-million overnight marketed offering of common shares.
BMO Nesbitt Burns Inc.
Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and CIBC World Markets Inc. on the following private placement by Metro Inc. to partially finance its acquisition of The Jean-Coutu Group (PJC) Inc.: $1.2 billion aggregate principal amount of 2.68% Series F senior unsecured notes due December 5, 2022; 3.39% Series G senior unsecured notes due December 6, 2027; and 4.27% Series H senior unsecured notes due December 4, 2047.
Rogers Sugar Inc.
Acted for Rogers Sugar Inc. in the $40-million acquisition by its subsidiary L.B. Maple Treat Corporation of Decacer, a major bottler and distributor of branded and private label maple syrup and maple sugar, based in Dégelis, Québec.
Rogers Sugar Inc.
Acted for Rogers Sugar Inc. in connection with the $160.3 million acquisition of L.B. Maple Treat Corporation; and the issuance of $69.2 million subscription receipts on a bought deal basis, and $57.5 million of extendible convertible unsecured subordinated debentures.
IOU Financial Inc.
Acted for IOU Financial Inc. in connection with a private placement financing, with a brokered and a non-brokered portion, of approximately $3.5-million in common shares of the company.
Bank of America Merrill Lynch
Acted for Bank of America Merrill Lynch in Videotron Ltd.'s high-yield offering of US$600-million aggregate principal amount of 5 1/8% senior notes due 2027.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in connection with the sale of its wholly owned subsidiary, Thallion Pharmaceuticals Inc., to Taro Pharmaceuticals Inc., including all the rights to the drug candidate ShigamabT.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in connection with the exclusive worldwide licence agreement with The Neomed Institute to develop and commercialize BLU-5937 for the treatment of chronic cough.
BMO Nesbitt Burns Inc.
Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and TD Securities Inc. in connection with a $400-million offering of Series E floating rate senior unsecured notes due February 27, 2020 by Metro Inc.
IOU Financial Inc.
Acted for IOU Financial Inc. in connection with its $2.3-million non-brokered private placement of common shares.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $200-million offering of trust units on a bought deal basis.
Caisse de dépôt et placement du Québec
Acted for the Caisse de dépôt et placement du Québec in connection with its initial $25-million investment in LASIK MD, Canada's largest vision correction leader, to help finance the acquisition of a minority interest in Vision Group Holdings, an American leader in vision correction, as well as its undertaking to provide for additional investments to finance future acquisitions.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its offering of 4.247% Series 10 Senior Unsecured Debentures due May 23, 2023 in the principal amount of $225 million.
Export-Import Bank of China
Acting for the Export-Import Bank of China in connection with the financing of the acquisition of Alter NRG Corp. by Harvest International New Energy, Co., Ltd.
La Coop fédérée
Acted for La Coop fédérée in connection with the combination of its Sonic division with Groupe Filgo for the purpose of merging their energy products distribution activities and their service stations operations.
IOU Financial Inc.
Acted for IOU Financial Inc. in connection with the issuance by way of private placement of $10.5 million of 10% convertible unsecured subordinated debentures due December 31, 2020.
IOU Financial Inc.
Acted for IOU Financial Inc. in connection with its successful response to Qwave Capital LLC's unsolicited partial takeover bid, including in injunctive proceedings asserting a breach by Qwave of a confidentiality agreement.
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.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with a public offering of its 4.164% Series 9 senior unsecured debentures due June 1, 2022 in the principal amount of $300 million.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its public offering of 7,901,650 trust units at a price of $19.65 per unit to a syndicate of underwriters led by National Bank Financial Inc. and BMO Capital Markets for total net proceeds of approximately $148.8 million.
National Bank Financial Inc.
Acted for National Bank Financial Inc. and a syndicate of agents on a $600 million aggregate private placement by Metro Inc. of 3.20% Series C Senior Unsecured Notes due December 1, 2021 and 5.03% Series D Senior Unsecured Notes due December 1, 2044.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with the $1.527-billion acquisition of a portfolio of 11 shopping centres, three office properties and one industrial property from Ivanhoé Cambridge, the real estate subsidiary of the Caisse de dépôt et placement du Québec. The firm also represented Cominar in financing the acquisition, through the issuance of $250 million of trust units to Ivanhoé Cambridge by way of private placement, the issuance of $250 million of trust units to the public by way of a bought deal, the establishment of new unsecured bridge facilities of up to $850 million, a $100-million unsecured credit facility, and mortgage financings of $250 million.
Caisse de dépôt et placement du Québec
Acted for CDP Financial Inc., a wholly owned subsidiary of La Caisse de dépôt et placement du Québec, in connection with an offering of US$2 billion of senior notes in the United States and Canada.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with the closing of the re-opening of its offering of 4.941% Series 4 senior unsecured debentures due July 27, 2020 in the principal amount of $100 million.
CDP Financial Inc.
Acted for CDP Financial Inc., a wholly owned subsidiary of the Caisse de dépôt et placement du Québec, in connection with the establishment of its US$5-billion commercial paper program in the United States.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its offering of series 5 floating rate senior unsecured debentures due October 9, 2015 in the principal amount of $250 million.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in connection with its acquisition of Thallion Pharmaceuticals Inc.
National Bank Financial Inc.
Acted for the syndicate of underwriters led by National Bank Financial Inc. in connection with an issuance by Videotron Ltd. of a $400-million aggregate principal amount of senior notes offering due 2025.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with the closing of the public offering of its 4.00% Series 3 senior unsecured debentures due November 2, 2020 in the principal amount of $100 million.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with the closing of the re-opening of its 4.23% Series 2 senior unsecured debentures due December 4, 2019 in the principal amount of $100 million.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $200-million offering of 4.23% senior unsecured debentures.
Wellspring Capital Partners
Acted as Canadian counsel to Wellspring Capital Partners in connection with the sale of its portfolio company, Omni Energy Corporation, to Gibson Energy Inc. for US$445 million subject to working capital adjustments.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $697-million acquisition of 68 office and industrial properties in Montréal and Ottawa from GE Capital Real Estate.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $125-million public offering of Series 1 unsecured debentures due June 2017.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $276-million offering of trust units on a bought deal basis.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $150-million public offering of units.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its redemption of its Series A 6.30% convertible unsecured subordinated debentures maturing on June 30, 2014 and the filling of a preliminary short form base shelf prospectus with the securities regulatory authorities in each of the provinces and territories of Canada regarding issue of debt securities having an offer price of up to $750 million.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its unsolicited takeover bid for Canmarc Real Estate Investment Trust, valued at approximately $904 million.
Rogers Sugar Inc.
Acted for Rogers Sugar Inc. in connection with its public offering of $60 million aggregate principal amount of convertible unsecured subordinated debentures.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $107.2-million public offering.
TD Securities Inc.
Acted for TD Securities Inc. and a syndicate of underwriters in a $300-million offering of Videotron Limited's senior notes due 2021.
Société de Développement Alpha (SDA) Inc.
Acted for Société de Développement Alpha (SDA) Inc., an affilicate of Michel Dallaire and his family, in connection with its acquisition of Investus Real Estate Inc. by way of amalgamation.
Scotia Capital Inc.
Acted for Scotia Capital Inc. and a syndicate of underwriters in a $325-million offering of Quebecor Media Inc.'s senior notes due 2021.
Rogers Sugar Income Fund
Acted for Rogers Sugar Income Fund and Rogers Sugar Inc. in the conversion of Rogers Sugar Income Fund to a corporate structure by way of plan of arrangement.
BMO Nesbitt Burns Inc. (BMO Capital Markets)
Acted for a syndicate of underwriters co-led by BMO Capital Markets and National Bank Financial Inc. in connection with a $50-million bought deal offering of convertible debentures of Altus Group Income Fund.
CIBC World Markets Inc. (and a syndicate of underwriters)
Acted for a syndicate of underwriters led by CIBC World Markets Inc. in a $200-million offering by Cogeco Cable of 5.15% senior secured debentures due in 2020.
AM Total Investments (GP)
Acted for AM Total Investments (GP), a general partnership wholly owned by the Dallaire family, which concluded a transaction to monetize one million units of Cominar REIT.
Rossy and Assaly families
Acted for the founders of Dollarama Inc. in connection with a $282-million bought deal secondary offering of common shares and related over-allotment option in January, 2010 and in connection with a $287.5-million bought deal secondary offering of common shares and related over-allotment option in April, 2010.
Rogers Sugar Income Fund
Acted for Rogers Sugar Income Fund in its $50-million public offering of principal amount of convertible unsecured subordinated debentures.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in its $115-million public offering, after full exercise of the underwriters' over-allotment option.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in its takeover bid for Overland Realty Limited in an all-cash deal that valued Overland at $70.9 million.
CDP Financial Inc.
Acted for CDP Financial Inc., a wholly owned subsidiary of the Caisse de dépôt et placement du Québec, in connection with an offering of $2 billion of senior notes, comprised of $1 billion of FRN (floating rate note) senior notes due 2015 and $1 billion of senior notes due 2020.
RBC Dominion Securities Inc. and a syndicate of underwriters
Acted for RBC Dominion Securities Inc. and a syndicate of underwriters in a $300-million offering of Videotron Ltd.'s senior notes due 2020.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in its bought deal public offering of $86-million principal amount of convertible unsecured subordinated debentures.
Rossy and Assaly families
Acted for the founders of Dollarama Inc. in connection with the corporation's $300 million initial public offering of common shares.
Glencore International AG and RP Explorer Master Fund
Acted for each of Glencore International AG and RP Explorer Master Fund, significant stakeholders in Katanga Mining Limited, in connection with the merger of Katanga and Nikanor PLC to create a company with a combined market capitalization of approximately US$3.3 billion.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its $592-million acquisition of 6.5 million square feet of office and industrial properties from Homburg Invest Inc., representing approximately 72% of the leasable space acquired by Homburg in its purchase of Alexis Nihon REIT.
Abitibi-Consolidated Inc.
Acted for Abitibi-Consolidated Inc. (now known as Resolute Forest Products) which with the Caisse de dépôt et placement du Québec completed a joint venture for the Company's hydroelectric generation facilities in Ontario. The joint venture, ACH Limited Partnership, was 75% owned by Abitibi-Consolidated and 25% owned by the Caisse.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its acquisition of the assets of Alexis Nihon Real Estate Investment Trust in a transaction valued at $440 million.
Neurochem Inc. (now BELLUS Health Inc.)
Acted for Neurochem Inc. (now BELLUS Health Inc.) in its private placement offering of US$42 million in 6% senior convertible notes due 2026.
Procaps Encapsulation Inc.
Acted for Procaps Encapsulation Inc., a leading paintball manufacturer, in connection with the sale of its assets to a private equity fund managed by Imperial Capital Corporation.
Aug. 27, 2019 - The Business Roundtable, an association of CEOs of major U.S. corporations, recently issued its “Statement on the Purpose of the Corporation. ” The statement underscores the Business Roundtable’s commitment to all stakeholders of corporations, including their customers, employees, suppliers,...
Sébastien Roy Interviewed by Lexpert about Dealmaking in the Maple Syrup Business
Feb. 13, 2018 - Davies partner Sébastien Roy was recently interviewed for a Lexpert Magazine article about transactions in the maple syrup industry, including Rogers Sugar’s (RSI’s) $160.3-million acquisition of L.B. Maple Treat (LBMT) last August. Sébastien believes it was the right time for RSI and...
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...
Let’s Meet Halfway: CSA Adopts Amendments to Streamline Venture Issuers’ Disclosure
Apr. 15, 2015 - On April 9, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to continuous disclosure, governance and prospectus disclosure requirements (the Amendments).1 Most of the Amendments streamline the disclosure requirements for venture issuers and aim to...
Public Offering: Prospectus Regime
Sept. 30, 2012 - JurisClasseur Québec, Corporate Law Collection, 2021 Updated Edition (Montréal: LexisNexis Canada)
Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Québec
IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets: Debt; Capital Markets: Equity
Lexpert Special Edition: Finance and M&A
Lexpert Special Edition: Technology and Health Sciences
The Canadian Legal Lexpert Directory—Corporate Finance and Securities; Corporate Mid-Market; Mergers and Acquisitions
The Best Lawyers in Canada—Corporate Governance Practice (Lawyer of the Year 2023, Montréal); Corporate Law; Mergers and Acquisitions Law; Securities Law
Québec, 2003
Harvard Law School, Executive Education: Accelerated Leadership Program, 2016
McGill University, BCL/LLB (with Great Distinction), 2002
McGill University, BA Philosophy (with Distinction), 1999
The Canadian Club of Montréal, director
BELLUS Health Inc., corporate secretary
Sébastien is co-lecturer in Securities Regulation at McGill University’s Faculty of Law.
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