Zain Rizvi

Associate

Zain Rizvi

Zain Rizvi

Associate

Zain acts for clients on a variety of transactions, including public and private mergers and acquisitions, public offerings and private placements of securities.

Clients appreciate Zain’s assistance with their ongoing securities and corporate law obligations. He regularly advises clients on privacy-related matters, including the application of privacy legislation and the development of policies and procedures that are compliant with privacy law. Zain also has experience in advising on technology-specific matters with clients in the financial technology and blockchain industries.

Zain Rizvi

Associate

Zain acts for clients on a variety of transactions, including public and private mergers and acquisitions, public offerings and private placements of securities.

Clients appreciate Zain’s assistance with their ongoing securities and corporate law obligations. He regularly advises clients on privacy-related matters, including the application of privacy legislation and the development of policies and procedures that are compliant with privacy law. Zain also has experience in advising on technology-specific matters with clients in the financial technology and blockchain industries.

J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets, in the private placement of US$550 million of high yield notes of a subsidiary of Lions Gate Entertainment Corp.

TD Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated

Acted as Canadian counsel for the dealer managers, TD Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in Thomson Reuters' substantial issuer bid/tender offer for up to US$9 billion of its common shares and the subsequent US$2 billion return of capital by Thomson Reuters' effected by way of plan of arrangement.

Equibit Group Ltd.

Acting for Equibit Group Ltd., a blockchain development company focused on building a decentralized securities network that facilitates the issuance and transfer of securities on the blockchain.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Garden City Group from Crawford & Company.

Blue Wolf Capital Partners LLC

Acted as Canadian counsel to Blue Wolf Capital Partners LLC on the acquisition and related financing of a majority stake in The State Group Inc., a leading North American multi-trade industrial and specialty services contractor.

Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and TD Securities Inc.

Acted for a syndicate of underwriters, comprising Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and TD Securities Inc., in connection with the offering by United Parcel Services, Inc., of $750 million of 2.125% notes due 2024.

Espial Group Inc.

Acted for the Special Committee of Espial Group Inc. in successfully defending against a proxy contest brought by Vantage Asset Management Inc.

TIO Networks Corp.

Acted for the Special Committee of the board of directors of TIO Networks Corp., in connection with its $304-million acquisition by PayPal Holdings, Inc. TIO is a North American cloud-based multi-channel bill payment processing and receivables management company.

Advance Engineered Products Ltd.

Acted for Advance Engineered Products Ltd. in connection with its sale of Westech Vac Systems Ltd. to FST Canada Inc., a subsidiary of Federal Signal Corporation.

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.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in its acquisition of Advance Engineered Products Ltd.'s tank production and services business under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The assets purchased also include the mobile vacuum systems business carried on under the Westech Vac Systems name and the metal fabrication and machining business carried on under the Dumur Industries name.

Kraft Canada Inc.

Acted as counsel for The Kraft Heinz Company in connection with a Canadian private placement of C$1.0 billion of senior notes issued by its subsidiary, Kraft Canada Inc., and guaranteed by The Kraft Heinz Company and Kraft Heinz Foods Company.  This private placement was part of a series of financing transactions in other jurisdictions consummated in connection with the US$54-billion merger of H.J. Heinz Company and Kraft Foods Group, Inc.

Restaurant Brands International Inc.

Acted as Canadian counsel for Restaurant Brands International Inc. in connection with a US$1.25-billion private placement of first lien senior secured notes due 2022 issued by two of its subsidiaries.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with its investment in Sigma Systems, a Toronto-based communications software company.

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).

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction of the William Rutley solar project, a 10 MW ground-mount solar project located in Ingleside, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Bureau Veritas SA

Acted for Bureau Veritas SA in connection with its $650-million acquisition of Maxxam Analytics International Corporation.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the sale of Carmanah Design and Manufacturing Inc. to Kadant Inc.

CIBC World Markets and RBC Dominion Securities

Acted in Canada and the U.S. for a syndicate of underwriters led by CIBC World Markets and RBC Dominion Securities in connection with the $114 million initial public offering of WPT Industrial REIT, Canada's only REIT focused exclusively on the U.S. industrial real estate sector.

TELUS Corp.

Advised TELUS Corp. on empty-voting issues arising in connection with Mason Capital Management's opposition to TELUS's proposed collapse of its dual-class share structure.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with the sale by Shaw of Mountain Cablevision, Shaw's cable system in Hamilton, Ontario, to Rogers Communications Inc., an option for Rogers to purchase Shaw's spectrum licenses for advanced wireless service, and the purchase by Shaw of a one-third interest in TVtropolis, a specialty TV network, from Rogers.

JANA Partners LLC

Acted for JANA Partners LLC in connection with its proxy campaign with respect to Agrium Inc. at the company's 2013 annual general meeting.

Bulletin

CSA Offers Tips for Token Offerings: Direction or Deterrence?

June 28, 2018 - The Canadian Securities Administrators (CSA) has published CSA Staff Notice 46-308 – Securities Law Implications for Offerings of Tokens (2018 Notice). Released on June 11, 2018, it provides some long-awaited clarity on the CSA’s view on token offerings, commonly known as initial coin...

Bulletin

Demystifying Crypto in Canada: Will 2018 Be the Year of Blockchain?

Mar. 07, 2018 - The year 2017 was one of tremendous growth for blockchain, as the technology underlying Bitcoin gained attention from mainstream media outlets, financial institutions, investment funds and securities regulators across the globe. Blockchain’s rise to prominence was led by an interest in...

Bulletin

OSC Invites TokenFunder to Play in the CSA Sandbox

Oct. 26, 2017 - Earlier this month, the Ontario Securities Commission (OSC) released its decision to grant exemptive relief from applicable Canadian registration requirements to Token Funder Inc. (TokenFunder) for the launch of its initial offering of FNDR tokens. By blessing the upcoming offering by TokenFunder –...

In the News

Geoff Rawle, Zain Rizvi Referenced in Financial Post Article About Bitcoin

Sept. 22, 2017 - Davies lawyers Geoff Rawle and Zain Rizvi’s recent client communication on the Canadian Securities Administrators’ (CSA) approach to cryptocurrency offerings is referenced in a recent Financial Post article. The Post’s article discusses the strength of the CSA’s directive and quotes Geoff and Zain,...

Bulletin

CRTC Releases Much-Needed Guidance on CASL's Computer Program Provisions

Nov. 17, 2014 - Canada’s Anti-Spam Legislation (CASL), which came into force in July this year and targets unsolicited commercial electronic messages, also aims to curtail malicious software such as malware and spyware. CASL achieves this objective by requiring express consent for the installation of computer...

Bar Admissions

Ontario, 2013

Education

Osgoode Hall Law School, JD, 2012
York University, BA (Hons) (Law & Society), 2009

Teaching Engagements

Zain is an adjunct professor at the University of Toronto Faculty of Law, teaching The Legal Challenges of Digital Environments as part of the new Global Professional Master of Laws program in Innovation, Law and Technology.

Zain acts for clients on a variety of transactions, including public and private mergers and acquisitions, public offerings and private placements of securities.

Clients appreciate Zain’s assistance with their ongoing securities and corporate law obligations. He regularly advises clients on privacy-related matters, including the application of privacy legislation and the development of policies and procedures that are compliant with privacy law. Zain also has experience in advising on technology-specific matters with clients in the financial technology and blockchain industries.

J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by J.P. Morgan, BofA Merrill Lynch, MUFG and RBC Capital Markets, in the private placement of US$550 million of high yield notes of a subsidiary of Lions Gate Entertainment Corp.

TD Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated

Acted as Canadian counsel for the dealer managers, TD Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in Thomson Reuters' substantial issuer bid/tender offer for up to US$9 billion of its common shares and the subsequent US$2 billion return of capital by Thomson Reuters' effected by way of plan of arrangement.

Equibit Group Ltd.

Acting for Equibit Group Ltd., a blockchain development company focused on building a decentralized securities network that facilitates the issuance and transfer of securities on the blockchain.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Garden City Group from Crawford & Company.

Blue Wolf Capital Partners LLC

Acted as Canadian counsel to Blue Wolf Capital Partners LLC on the acquisition and related financing of a majority stake in The State Group Inc., a leading North American multi-trade industrial and specialty services contractor.

Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and TD Securities Inc.

Acted for a syndicate of underwriters, comprising Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and TD Securities Inc., in connection with the offering by United Parcel Services, Inc., of $750 million of 2.125% notes due 2024.

Espial Group Inc.

Acted for the Special Committee of Espial Group Inc. in successfully defending against a proxy contest brought by Vantage Asset Management Inc.

TIO Networks Corp.

Acted for the Special Committee of the board of directors of TIO Networks Corp., in connection with its $304-million acquisition by PayPal Holdings, Inc. TIO is a North American cloud-based multi-channel bill payment processing and receivables management company.

Advance Engineered Products Ltd.

Acted for Advance Engineered Products Ltd. in connection with its sale of Westech Vac Systems Ltd. to FST Canada Inc., a subsidiary of Federal Signal Corporation.

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.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in its acquisition of Advance Engineered Products Ltd.'s tank production and services business under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The assets purchased also include the mobile vacuum systems business carried on under the Westech Vac Systems name and the metal fabrication and machining business carried on under the Dumur Industries name.

Kraft Canada Inc.

Acted as counsel for The Kraft Heinz Company in connection with a Canadian private placement of C$1.0 billion of senior notes issued by its subsidiary, Kraft Canada Inc., and guaranteed by The Kraft Heinz Company and Kraft Heinz Foods Company.  This private placement was part of a series of financing transactions in other jurisdictions consummated in connection with the US$54-billion merger of H.J. Heinz Company and Kraft Foods Group, Inc.

Restaurant Brands International Inc.

Acted as Canadian counsel for Restaurant Brands International Inc. in connection with a US$1.25-billion private placement of first lien senior secured notes due 2022 issued by two of its subsidiaries.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with its investment in Sigma Systems, a Toronto-based communications software company.

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).

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

Deutsche Bank AG

Acted for Deutsche Bank AG in connection with the establishment of credit facilities to finance the construction of the William Rutley solar project, a 10 MW ground-mount solar project located in Ingleside, Ontario, which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.

Bureau Veritas SA

Acted for Bureau Veritas SA in connection with its $650-million acquisition of Maxxam Analytics International Corporation.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the sale of Carmanah Design and Manufacturing Inc. to Kadant Inc.

CIBC World Markets and RBC Dominion Securities

Acted in Canada and the U.S. for a syndicate of underwriters led by CIBC World Markets and RBC Dominion Securities in connection with the $114 million initial public offering of WPT Industrial REIT, Canada's only REIT focused exclusively on the U.S. industrial real estate sector.

TELUS Corp.

Advised TELUS Corp. on empty-voting issues arising in connection with Mason Capital Management's opposition to TELUS's proposed collapse of its dual-class share structure.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with the sale by Shaw of Mountain Cablevision, Shaw's cable system in Hamilton, Ontario, to Rogers Communications Inc., an option for Rogers to purchase Shaw's spectrum licenses for advanced wireless service, and the purchase by Shaw of a one-third interest in TVtropolis, a specialty TV network, from Rogers.

JANA Partners LLC

Acted for JANA Partners LLC in connection with its proxy campaign with respect to Agrium Inc. at the company's 2013 annual general meeting.

Bulletin

CSA Offers Tips for Token Offerings: Direction or Deterrence?

June 28, 2018 - The Canadian Securities Administrators (CSA) has published CSA Staff Notice 46-308 – Securities Law Implications for Offerings of Tokens (2018 Notice). Released on June 11, 2018, it provides some long-awaited clarity on the CSA’s view on token offerings, commonly known as initial coin...

Bulletin

Demystifying Crypto in Canada: Will 2018 Be the Year of Blockchain?

Mar. 07, 2018 - The year 2017 was one of tremendous growth for blockchain, as the technology underlying Bitcoin gained attention from mainstream media outlets, financial institutions, investment funds and securities regulators across the globe. Blockchain’s rise to prominence was led by an interest in...

Bulletin

OSC Invites TokenFunder to Play in the CSA Sandbox

Oct. 26, 2017 - Earlier this month, the Ontario Securities Commission (OSC) released its decision to grant exemptive relief from applicable Canadian registration requirements to Token Funder Inc. (TokenFunder) for the launch of its initial offering of FNDR tokens. By blessing the upcoming offering by TokenFunder –...

In the News

Geoff Rawle, Zain Rizvi Referenced in Financial Post Article About Bitcoin

Sept. 22, 2017 - Davies lawyers Geoff Rawle and Zain Rizvi’s recent client communication on the Canadian Securities Administrators’ (CSA) approach to cryptocurrency offerings is referenced in a recent Financial Post article. The Post’s article discusses the strength of the CSA’s directive and quotes Geoff and Zain,...

Bulletin

CRTC Releases Much-Needed Guidance on CASL's Computer Program Provisions

Nov. 17, 2014 - Canada’s Anti-Spam Legislation (CASL), which came into force in July this year and targets unsolicited commercial electronic messages, also aims to curtail malicious software such as malware and spyware. CASL achieves this objective by requiring express consent for the installation of computer...

Bar Admissions

Ontario, 2013

Education

Osgoode Hall Law School, JD, 2012
York University, BA (Hons) (Law & Society), 2009

Teaching Engagements

Zain is an adjunct professor at the University of Toronto Faculty of Law, teaching The Legal Challenges of Digital Environments as part of the new Global Professional Master of Laws program in Innovation, Law and Technology.