Axium Infrastructure Inc.
Acted for Axium Infrastructure Inc. in its acquisition from the Canada Pension Plan Investment Board of a 49% interest in an approximately 396 MW portfolio of four wind generation facilities (Summerhaven, Conestogo, Varna and Jericho) and two solar generation facilities (Sombra and Moore), all located in Ontario.
AirBoss of America Corp.
Acted for AirBoss of America Corp. in its acquisition of the 45% minority interest in AirBoss Defense Group that it did not own from Critical Solutions Holdings, LLC.
Fengate Capital Management
Acted for Fengate Capital Management in its acquisition (and related financing) of the Freeport Energy Center, a 260 MW natural gas-fired, combined-cycle cogeneration power plant, from Calpine Corporation.
Aviva plc
Acted as Canadian counsel to Aviva plc in an offering of $450 million of 4.00% Tier 2 Notes (Maple Bonds) through an underwriting syndicate consisting of BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.
Axium Infrastructure Inc.
Acted for Axium Infrastructure Inc. in connection with its equity investment in a 900 MW combined cycle natural gas power plant to be built near Edson, Alberta, known as the Cascade Power Project. This project won Project Finance International's Canadian Power Deal of the Year award for 2020.
Axium Infrastructure Inc.
Acted for Axium Infrastructure Inc. in its acquisition from Osaka Gas Co., Ltd. of a 50% interest in a portfolio of nine solar farms located in Ontario.
EAS Energy Partners
Acted for EAS Energy Partners (a consortium comprising Enwave, AECOM and Saunders Concessions), which have entered into a concession agreement with the National Western Center Authority for the construction, financing, operation and maintenance of a campus energy program for the National Western Center in Denver.
The Manufacturers Life Insurance Company
Acted for The Manufacturers Life Insurance Company in its acquisition of a 50% interest in the York Energy Centre, a 400 MW natural gas fired power plant near Newmarket, Ontario.
Axium Infrastructure Inc.
Acted for Axium Infrastructure Inc. in establishing a mezzanine credit facility in respect of Axium Solar's Elmsley and St. Isidore solar projects in Ontario.
BofA Securities, Inc.
Acted as Canadian counsel to the initial purchasers, led by BofA Securities, in the US$1.0-billion private placement of high yield notes of a subsidiary of Maxar Technologies Inc.
Syndicate of Lenders
Acted for a syndicate of lenders in the establishment of credit facilities to partly finance the acquisition of BluEarth Renewables by DIF Capital Partners.
TransAlta Corporation
Acted for TransAlta Corporation in the strategic partnership with Brookfield Renewable Partners and its institutional partners, and the associated $750-million investment by Brookfield in TransAlta to advance TransAlta's transition to clean energy. The investment will occur in two tranches (i) $350 million in the form of exchangeable debentures at first closing expected in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing expected in October 2020.
Axium Infrastructure Inc.
Acted for Axium Infrastructure Inc. in its acquisition from Mitsubishi Corporation of a 50% interest in a portfolio of nine solar farms located in Ontario.
Axium Infrastructure Inc. and The Manufacturers Life Insurance Company
Acted for Axium Infrastructure Inc. and The Manufacturers Life Insurance Company in a private placement in Canada and the United States of over $1 billion of fixed rate bonds in order to refinance bridge loans used to complete their recent acquisition of AltaGas Ltd.'s remaining 55% interest in three hydroelectric projects in northwest British Columbia.
Axium Infrastructure Inc. and The Manufacturers Life Insurance Company
Acted for Axium Infrastructure Inc. and The Manufacturers Life Insurance Company in their joint $1.4-billion acquisition of AltaGas Ltd.'s remaining 55% interest in three hydroelectric projects in northwest British Columbia: the 195 MW Forrest Kerr Hydroelectric Facility, the 66 MW McLymont Creek Hydroelectric Facility and the 16 MW Volcano Creek Hydroelectric Facility.
Fengate Capital Management
Acted for Fengate Capital Management in its acquisition of the Heartland Petrochemical Complex's Central Utility Block (CUB) cogeneration facility from Inter Pipeline Ltd. and the project financing for the development, construction and operation of the CUB.
Oakland Corridor Partners
Acted as transaction counsel to Oakland Corridor Partners team, comprising John Laing Investments Limited, AECOM Capital, Inc., Jay Dee Contractors, Inc., Ajax Paving Industries, Inc., Dan's Excavating, Inc. and C.A. Hull, in its winning bid for the design, build, financing and maintenance of the third and final segment of the I-75 Modernization Project in Michigan.
Axium Infrastructure Inc. and The Manufacturers Life Insurance Company
Acted for (i) Axium Infrastructure Inc. and The Manufacturers Life Insurance Company in their joint $922-million acquisition from AltaGas Ltd. of a 35% interest in three hydroelectric projects in northwest British Columbia: the 195 MW Forrest Kerr Hydroelectric Facility, the 66 MW McLymont Creek Hydroelectric Facility and the 16 MW Volcano Creek Hydroelectric Facility; and (ii) Northwestern Hydro Acquisition Inc. (NWHA), the special purpose acquisition vehicle formed to complete the acquisition, in a subsequent $650 million senior secured bond financing and related letter of credit facility.
Morgan Stanley
Acted as Canadian counsel to Morgan Stanley in a private placement of $500 million of floating rate senior notes due 2021 (maple bonds).
Axium Infrastructure Inc.
Acted for Axium Infrastructure Inc. in its $540-million acquisition of TransCanada's Ontario solar portfolio, consisting of eight facilities totalling approximately 105 MW of installed capacity.
20 VIC Management Inc.
Acted for the shareholders of 20 VIC Management Inc., one of Canada's leading commercial real estate management firms, in the sale of 20 VIC to Cushman & Wakefield.
PSP Investments
Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.
Xplornet Communications Inc.
Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$230 million in high yield notes, its US$75 million incremental secured term loan, its repurchase and redemption of existing high yield notes and its associated consent solicitation.
Restaurant Brands International Inc.
Acted as Canadian counsel for Restaurant Brands International Inc. in a US$1.5-billion private placement of first lien senior secured notes due 2024 issued by two of its subsidiaries.
BMO Nesbitt Burns Inc. and TD Securities Inc.
Acted for BMO Nesbitt Burns Inc. and TD Securities Inc., as placement agents, and The Toronto-Dominion Bank and Bank of Montréal, as lenders, in connection with the private placement of $400 million aggregate principal amount of 3.310% Fixed Rate Senior Secured Notes due November 30, 2029 by, and the establishment of $33.5 million of credit facilities for, H2O Power Limited Partnership, a joint venture between Public Sector Pension Investment Board and BluEarth Renewables Inc., that owns and operates eight hydroelectric generating facilities in Ontario with a total installed capacity of approximately 142 MW. H2O Power Limited Partnership is the third largest provider of hydroelectric power in Ontario.
United Steelworkers Union
Acted as co-counsel on behalf of the United Steelworkers Union in connection with the restructuring of Stelco Inc. under the Companies' Creditors Arrangement Act and the establishment of Legacy Lands L.P.
Morgan Stanley
Acted as Canadian counsel to Morgan Stanley in connection with a private placement of $1 billion of 3.00% Fixed Rate Senior Notes due 2024 (maple bonds) through an underwriting syndicate led by RBC Dominion Securities Inc.
Plenary Health Vaughan LP
Acted for Plenary Health Vaughan LP in its $1.3-billion fixed-price contract to design, build, finance and maintain the new Mackenzie Vaughan Hospital in Ontario. The Mackenzie Vaughan Hospital will be the first hospital to be built in the city of Vaughan, and the first new hospital to be built in the York Region in the last 30 years. It will also be the first hospital in Canada to feature fully integrated "smart" technology to maximize information exchange.
Birch Hill Equity Partners
Acted for Birch Hill Equity Partners in connection with the sale of control of TSC Stores LP to Peavey Industries LP.
Manulife Financial Corporation
Acted for the Manufacturers Life Insurance Company in the establishment of credit facilities to finance the long-term operation of 10 ground-mount solar projects located near Temiskaming, West Nipissing and Kingston, Ontario, each of which had been awarded a 20-year power purchase contract under Ontario's Feed-in Tariff Program.
Aviva plc
Acted as Canadian counsel to Aviva plc in connection with an offering of $450 million of 4.50% Tier 3 Notes (Maple Bonds) through an underwriting syndicate consisting of BMO Nesbitt Burns Inc., as lead underwriter, and RBC Dominion Securities Inc., as co-manager. Barclays Bank plc acted as structuring agent to the issuer in connection with the offering.
Etobicoke Healthcare Partnership LP (Axium Infrastructure Inc. and DIF Management Canada Ltd.)
Acted as transaction counsel for Etobicoke Healthcare Partnership LP (EHP) in its winning bid for the approximately $330-million design, build, finance, operation and maintenance of the Etobicoke General Hospital Phase 1 Patient Tower Project. Funds managed by Axium Infrastructure Inc. and DIF Management Canada Ltd. are equity sponsors of EHP. Davies acted as lead transaction counsel for the consortium, including in the negotiation of the project documents with Infrastructure Ontario and William Osler Health System, the design-build documentation with the construction contractor, the operation and maintenance documentation with the service provider and the financing agreements with the lenders, as well as the shareholder arrangements between the equity investors.
Port City Water Partners consortium
Acted for the Port City Water Partners consortium, comprised of Brookfield Financial Corp., Acciona Agua International, S.L. and North America Construction (1993) Ltd., in its winning bid in excess of $200 million for the design, build, finance, operation and maintenance of the City of Saint John Safe Drinking Water project, which is the city's first public-private partnership project. Davies acted as lead transaction counsel for the consortium, including in the negotiation of the project documents with the City of Saint John, the design-build documentation with the design-build contractor, the operation and maintenance documentation with the O&M contractor, and the financing agreements with the lenders, as well as the shareholder arrangements between the equity investors.
Birch Hill Equity Partners
Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with a bought deal secondary offering of 10,000,000 common shares of Sleep Country Canada Holdings Inc. for aggregate gross proceeds of $185 million.
Danier Leather Inc.
Acted for Danier Leather Inc. in connection with an amended and restated secured asset-based loan facility for an initial commitment of up to $35 million.
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.
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.
Stonebridge Financial Corporation
Acted for Stonebridge Financial Corporation in connection with the establishment of a credit facility for Affinity Wind LP to finance the construction and long-term operation of a 13.2-MW wind farm to be located near Truro, Nova Scotia.
Plenary Group
Acted for Plenary Infrastructure ERMF GP, which was awarded a contract by Metrolinx to design, build, finance and maintain the new East Rail Maintenance Facility, a $859.2-million project located in Whitby, Ontario.
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.
Fronteer Gold Inc.
Acted for Fronteer Gold Inc. in its $2.3-billion acquisition by Newmont Mining Corporation (now known as Newmont Goldcorp Corporation). The transaction was structured as a plan of arrangement providing for cash consideration and the spin off of shares of Pilot Gold Inc., a new TSX-listed company holding exploration assets, to the former shareholders of Fronteer Gold.
Danier Leather Inc.
Acted for Danier Leather Inc. in connection with its substantial issuer bid pursuant to which Danier purchased for cancellation $7 million in value of its subordinate voting shares.
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.
