Canada's major law firms closed several big deals to end the year
Canada’s leading law firms struck big deals after big deals to close 2020. Legal giants Blake, Cassels & Graydon LLP, McMillan LLP, Stikeman Elliott LLP, Cassels Brock & Blackwell LLP, Norton Rose Fulbright Canada LLP, Torys LLP and Davies Ward Phillips & Vineberg LLP closed multiple deals to end 2020 with a bang. Bennett Jones LLP, Goodmans LLP and Fasken Martineau Dumoulin LLP also secured significant deals.
Deal: Granite REIT LP completes offering of $500 million aggregate principal amount of Series 5 debentures
Closing date: December 18, 2020
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Firms involved:
Lawrence Clarfield, senior vice president, legal counsel, represented Granite LP
Blake, Cassels & Graydon LLP represented Granite LP with respect to corporate/securities matters
Legal team: Jeff Lloyd, Brendan Reay, Linda Tu, Kendall Grant, Sukaina Afzal.
Davies Ward Phillips & Vineberg LLP represented Granite LP with respect to tax matters
Legal team: Neal Armstrong, Sharon Ford
Osler, Hoskin & Harcourt LLP represented the agents
Legal team: Desmond Lee, Sandra Malcolm, Deron Fung (corporate/securities), Tim Hughes (tax)
Granite REIT Holdings Limited Partnership (Granite LP), a subsidiary of Granite Real Estate Investment Trust and Granite REIT Inc., completed an offering of $500 million aggregate principal amount of Series 5 senior unsecured debentures due 2030. The 2030 Debentures were sold by way of a prospectus supplement through a syndicate of agents co-led by BMO Capital Markets and Scotia Capital and included RBC Dominion Securities Inc., TD Securities Inc., CIBC World Markets Inc., Industrial Alliance Securities Inc. and National Bank Financial Inc.
Deal: Tilray and Aphria combine to create largest global cannabis company
Closing date: December 16, 2020
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Firms involved:
Blake, Cassels & Graydon LLP represented Tilray as Canadian counsel
Legal team: Kathleen Keilty (lead lawyer), Shlomi Feiner, Michelle Audet, Trevor Simpson, Christina Huber, Sebastian Lowes, Michelle Perini (corporate/securities/M&A), Christopher Hunter, Ankita Kapur (IP); Navin Joneja, David Dueck, Joe McGrade (competition), Beth Earon, Evan Kirsh (real estate), Pei Li, Chanelle Desrosiers-Stewart, Hilary Zarnett, Marianne Richer-Lafleche (regulatory), Seumas Woods, Peter Rubin, Matthew Liben, Ryan Morris, Laura Cundari (litigation), Paul Stepak, Kevin Zimka (tax)
Cooley LLP represented Tilray as US counsel
Legal team: Alan Hambleton and Steve Tonsfeldt (lead lawyers), Rishab Kumar, Julia Stark, Justine Chiu, Natalie Vernon, Rodrigo Seira (corporate/M&A), Jeffrey Tolin (tax), Joshua Friedman (compensation and benefits), Jacqueline Grise, Sharon Connaughton (antitrust and competition), Mischi a Marca, Timothy Nguyen (debt finance), Tijana Brien, Janelle M. Fernandes (litigation)
Cowen represented Tilray as financial advisor
DLA Piper (Canada) LLP represented Aphria as Canadian counsel
Legal team: Russel Drew, Chris Pejovic (corporate/securities/M&A)
DLA Piper LLP (US) represented Aphria as US counsel with a team led by
Legal team: Christopher Giordano (lead lawyer, corporate/securities/M&A), Jon Venick, Stephen Alicanti, Sanjay Shirodkar, Carina Meleca, Scott Luftig (corporate/securities/M&A), Jennifer Cumming (corporate), Paolo Morante (antitrust and trade), Drew Young (tax)
Fasken Martineau Dumoulin LLP represented Aphria as Canadian counsel
Legal team: Grant McGlaughlin (lead lawyer), Bradley Freelan, Alex Nikolic, Gordon Raman, Florind Polo, Zach Austin, Allison Marks (corporate/securities/M&A), Huy Do, Chris Margison (competition), Ingrid Vander Elst, Mark Vanderveken (regulatory), Armand Benitah, Nathan Haldane (IP), Zohar Levy, Lily MacLeod (litigation), Rosa DeFilippis, Rachel Loizos (real estate), Christopher Steeves, Kevin Yip (tax)
Jefferies LLC represented Aphria as financial advisor
Tilray, Inc. and Aphria Inc. have announced that they had entered into a definitive agreement to combine their businesses and create the world’s largest global cannabis company based on pro forma revenue of $874 million (US$685 million). The implied pro forma equity value of the combined company is approximately $5 billion (US$3.9 billion).
Davies Ward Phillips & Vineberg LLP represented Jefferies LLC, Aphria's financial advisor
Legal team: Aaron Atkinson, Ghaith Sibai
Deal: Bausch Health completes cross-border issuance and sale of US$2 billion of senior unsecured notes
Closing date: December 3, 2020
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Firms involved:
Bausch Health’s internal legal team was led by Christina Ackermann, executive vice president and general counsel, Judah Bareli, senior director, legal affairs (New Jersey) and Daniel Yelin, associate general counsel, head of legal Canada (Montréal)
Norton Rose Fulbright acted as counsel to Bausch Health through its offices in Montréal, Moscow and London
Legal team: Peter Wiazowski (lead lawyer), Thomas Nichols, Dan Ton-That, Audrey Levesque (Montréal), Aleksander Tsakoev, Yevgenia Belokon (Moscow), Tomas Gardfors, Yens Nessow (London) and Derek Chiasson advising regarding Canadian tax matters
Blake, Cassels & Graydon LLP acted as Canadian counsel to the initial purchasers
Legal team: Cat Youdan (lead lawyer), Ralph Lindzon, Kendall Grant (securities), Andrew Spiro, Annika Wang (tax)
Davis Polk & Wardwell LLP represented Bausch Health in the US
Legal team: Michael Kaplan (lead lawyer)
Cahill Gordon & Reindel LLP represented the initial purchasers in the US
Legal team: Noah Newitz and Timothy Howell (lead lawyers), Mark Loftus, Dana Sorbi, Richard Pan
Bausch Health Companies Inc. completed its cross-border issuance and sale of US$2 billion aggregate principal amount of senior unsecured notes, comprised of US$1,000 million aggregate principal amount of its new 5% senior secured notes due 2029 and of US$1,000 million aggregate principal of its new 5.25% senior notes due 2031.
Deal: H&R Real Estate Investment Trust completes $250-million senior unsecured debenture financing
Closing date: December 2, 2020
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Firms involved:
Blake, Cassels & Graydon LLP represented H&R REIT
Legal team: William Fung, Eric Moncik, Jeremy Ozier, Tairroyn Childs, Sabrina Radia-Bramwell, Jennifer Crawford (securities)
Goodmans LLP represented the agents
Legal team: Allan Goodman, Laura Fraser, Samanthea Samuels (securities)
H&R Real Estate Investment Trust completed an offering of $250-million principal amount of 2.906% Series R senior unsecured debentures due June 2, 2026. The debentures were sold on a private placement “best efforts” agency basis by a syndicate of agents that was co-led and bookrun by Scotia Capital Inc. and CIBC World Markets Inc., and including BMO Capital Markets, TD Securities Inc. and National Bank Financial Inc.
Deal: Partners Value Investments completes substantial issuer bid
Closing date: December 1, 2020
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Firm involved:
Kathy Sarpash, senior vice president, legal and regulatory at Brookfield Asset Management, led the in-house team that represented Partners Value Investments LP.
Torys LLP provided external support
Legal team: Jim Hong, Paulina Taneva, Jordan Fenton (corporate/securities), Corrado Cardarelli (tax)
Partners Value Investments LP completed a previously announced substantial issuer bid, which expired at 5:00 pm (Eastern Time) on Nov. 30 and purchased 3,958,203 of its Class A Preferred Limited Partnership Units, Series 1 at a price of US$25.0894 per unit pursuant to the bid.
Deal: Granite Real Estate Investment Trust and Granite REIT Inc. complete $288-million offering of stapled units
Closing date: November 24, 2020
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Firms involved:
Lawrence Clarfield, senior vice-president and legal counsel, represented Granite
Blake, Cassels & Graydon LLP represented Granite with respect to corporate/securities matters
Legal team: Jeff Lloyd, Brendan Reay, Linda Tu, Kendall Grant, Demi Toneguzzo
Davies Ward Phillips & Vineberg LLP represented Granite with respect to tax matters
Legal team: Neal Armstrong, Sharon Ford (Canadian tax), Heath Martin (US tax)
Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Granite with respect to US matters
Legal team: Christopher Cummings, Steve Centa, Cristina Voicu
McMillan LLP represented the underwriter
Legal team: Georges Dubé, Jeffrey Gebert, Valenteena Samra (corporate/securities), Andrew Stirling (tax)
Granite Real Estate Investment Trust and Granite REIT Inc. completed an offering of 3,841,000 stapled units, inclusive of 501,000 units issued pursuant to the exercise in full of the over-allotment option, at a price of $75 per unit for total gross proceeds of $288,075,000. The offering was conducted on a bought deal basis through a syndicate of underwriters co-led by BMO Capital Markets and TD Securities Inc. and included Scotia Capital Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., National Bank Financial Inc., Goldman Sachs Canada Inc., Raymond James Ltd., Canaccord Genuity Corp., Desjardins Securities Inc. and Industrial Alliance Securities Inc.
Deal: Tervita Corporation completes US$500 million private offering
Closing date: November 19, 2020
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Firms involved:
Cassels Brock & Blackwell LLP acted for Canopy Growth
Legal team: Jonathan Sherman, Jamie Litchen, Jeffrey Roy, Tayyaba Khan (securities, M&A and cannabis), Chuck Rich, Daniel Cipollone, Paras Patel (banking and specialty finance and cannabis), Jessica Lewis (litigation), Chris Norton, Tera Li Parizeau (tax)
Norton Rose Fulbright Canada LLP represented Tervita Corporation
Legal team: Kirk Litvenenko, Kirsty Sklar, Jennifer Kennedy, Kassy Corothers, Reid Yester, Katherine MacPhail, Mitch Ng, Niall Roe (securities), Rick Borden, Matthew Longstaff, Amy Yang, Hailey Boutin (banking), Darren Hueppelsheuser, Dion Legge, Elisabeth Trotter (tax, Calgary), Peter Wiazowski (banking/securities, Montréal), Todd Schroeder (tax, Dallas), Verma Hersh (tax, Houston)
Cahill Gordon & Reindel LLP acted as US counsel to the initial purchasers of the notes
Legal team: John Tripodoro, Brian Kelleher, Stephen Harper, Christopher Guerin, Jonathan Stempel
Blake, Cassels & Graydon LLP acted as Canadian counsel to the initial purchasers of the notes
Legal team: Tim Phillips, Jonathan York, Drew Campbell
Blake, Cassels & Graydon LLP also acted as counsel to the lenders under Tervita’s amended and restated revolving credit facility
Legal team: Michael McIntosh, Andrew Kolody, Ali Hyde
Tervita Corporation successfully completed a private offering of US$500 million aggregate principal amount of 11% senior second lien secured notes due 2025 and the amendment and restatement of its $350 million revolving credit facility. Proceeds of the offering, together with a combination of cash on hand and available borrowings under its amended and restated revolving credit facility, were used to repurchase or redeem the US$590 million aggregate principal amount outstanding of Tervita’s 7.625% senior secured notes due 2021.
Deal: Aurora Cannabis Inc. completes US$165 million cross-border offering
Closing date: November 16, 2020
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Firms involved:
McMillan LLP acted as Canadian legal counsel to Aurora Cannabis
Legal team: Cory Kent (lead lawyer, capital markets), Marina Tran, Jason Haley (capital markets), Peter Botz (tax)
Jenner & Block LLP acted as US legal counsel to Aurora Cannabis
Legal team: Martin Glass (lead lawyer, securities), Kirsten Iglesias (securities), Geoffrey Davis (tax)
Blake, Cassels & Graydon LLP acted as Canadian legal counsel to the underwriters
Legal team: Tim Andison (lead lawyer), Tim Phillips, Ted Gotlieb, Elizabeth Litwack-Landsberg, Galen Miller
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as US counsel to the underwriters
Legal team: Adam Givertz (lead lawyer), Christian Kurtz, Thea Winterton-Perks, Cristina Voicu
Aurora Cannabis Inc. completed a US$165 million cross-border offering of units pursuant to a supplement to its base shelf prospectus. Each unit consists of one common share and one half of one common share purchase warrant. The units were sold through a syndicate of underwriters led by BMO Capital Markets and AltaCorp and including CIBC Capital Markets.
Deal: CAE acquires Flight Simulation Company
Closing date: November 16, 2020
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Firms involved:
Norton Rose Fulbright Canada LLP acted as Canadian counsel to CAE Inc. through its office in Montréal
Legal team: Peter Riddell (lead lawyer), Stephen Kelly, Elliot Shapiro, Derek Chiasson, Nikita Stepin, Alexandre Nahoul, Alexandra Persaud
Norton Rose Fulbright LLP acted as Dutch and German counsel to CAE Inc. through its offices in Amsterdam and Frankfurt
Legal team: Saskia Blokland, Joeri Noteborn, Geert-Jan van Rijthoven, Nivard Witte, Maartje Govaert, Annette van Beers, Remco Smorenburg, Marjolein Lensing, Joep Duinker, Karsten Kühnle
Kende, Molnár-Bíró, Katona acted as Hungarian counsel to CAE Inc. through its office in Budapest
Legal team: Dr Molnár Tamás.
NautaDutilh N.V. acted as counsel to the sellers
Legal team: Jeroen Preller (lead lawyer), Jacqueline Clement, Naomi Asscheman
CAE Inc.’s internal legal team was led by Bruce McConnell, vice-president, M&A and structured finance, global head of M&A, Marjolaine Verdon-Akzam, legal counsel and Onno Rijsdijk, director, legal
CAE Inc. (CAE) announced that it had acquired all of the issued and outstanding shares of Flight Simulation Company B.V. (FSC) for a cash consideration of approximately EUR 70,000,000 (approximately $108,000,000), calculated on the basis of an enterprise value of EUR 100,000,000 (approximately $155,000,000).
Deal: CAE acquires Flight Simulation Company
Closing date: November 13, 2020
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Firm involved:
Stikeman Elliott LLP acted for the Investment Management Corporation of Ontario
Legal team: Vince Imerti, Philip Henderson, Ramandeep Grewal, J.B. Elliott, Amy Chao, Nick Badeen, Victor MacDiarmid, Alex Tashos, Chris Lofft (corporate) Natasha vanden Hoven, Alyson Frankie, Tia Eisner (pensions and benefits), Jean-Guillaume Shooner, John O'Connor, Sarah Visentin (tax) Grace Walker (corporate clerk)
The Investment Management Corporation of Ontario (IMCO) has announced the successful launch of its Canadian Public Equity Pool, IMCO’s first structured pool of assets for its clients, with approximately $3.5 billion in assets.
Deal: Berlin Packaging acquires Consolidated Bottle Corporation
Closing date: November 3, 2020
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Firms involved:
McMillan LLP represented Consolidated Bottle Corporation and its shareholders
Legal team: Kosta Kostic (lead lawyer, capital markets and M&A), Christian Abouchaker (lead lawyer, corporate), Charles Chevrette, Shannon Ste. Marie (corporate), Michel Ranger (tax),
Paul Boshyk (employment), Scott Martyn (real estate)
Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Berlin
Legal team: Brian C. Lavin (lead lawyer), Shoyeb Siddique, Federico Varni
Stikeman Elliott LLP acted as Canadian counsel to Berlin
Legal team: Barbara Sheng (lead lawyer), Jordan Dawson, Andrew Harris (corporate), Éric Lévesque, Nicholas Blach (tax), Nancy Ramalho, Jackie Ferreira, Stephanie Pasternyk (employment), Allyson Marta (benefits), Mario Paura, Alexa Peng (real estate), Larry Cobb (environmental), Jonathan Auerbach (IP); Michael Laskey, Gideon Kwinter (competition and regulatory), Stephen Jaggers, Courtney Cunningham, Elizibeth Ashton (corporate paralegal);, Matthew Karol (articling student)
Berlin Packaging announced the acquisition of Consolidated Bottle Corporation. The deal significantly expands Berlin Packaging’s Canadian presence, enabling the combined businesses to offer even more packaging solutions and value-added services to their customers. Following the acquisition, the company will be known as Consolidated Bottle Corporation, a Berlin Packaging company. All Consolidated Bottle employees and locations will be retained.
Davies Ward Phillips & Vineberg LLP represented Consolidated Bottle Corporation and its shareholders as tax counsel
Legal team: John Ulmer, Elie Roth, Andrew Ellis
Deal: BBTV completes $172.4 million IPO, the largest IPO on TSX by sole female tech founder
Closing date: October 28, 2020
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Firms involved:
Clark Wilson LLP acted as legal counsel to BBTV Holdings Inc.
Torys LLP also acted as legal counsel to BBTV Holdings Inc.
Legal team: Kevin Morris (lead lawyer), Mike Pedlow, Jennifer Baugh (corporate/securities), Richard Johnson (tax)
Norton Rose Fulbright Canada LLP acted as legal counsel to the underwriters
Legal team: Andrea Brewer (lead lawyer), Andrea Lejay (Vancouver), Laila Paszti, Jeffrey Kang, Jenny Ng, Monica Wong (Toronto), Manny Rivera, Christopher B. Cash (New York)
BBTV Holdings Inc. completed an initial public offering of subordinate voting shares for a capital injection of $172.4 million. The IPO is reported to be the largest in the history of the Toronto Stock Exchange for a tech firm run by a female founder and chief executive officer. The company used most of the proceeds raised in the IPO to buy back the controlling interest from Luxembourg-based media group RTL, which had bought the 51% stake in 2013.
Deal: Lithium Americas launches US$100 million at-the-market program
Closing date: October 20, 2020
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Firms involved:
Cassels Brock & Blackwell LLP acted as Canadian counsel for Lithium Americas
Legal team: David Redford, Shaun Khullar, Kyle Simpson, Florence Lau (securities and mining), Chris Norton, Tera Li Parizeau (tax)
Dorsey & Whitney LLP acted as US counsel for Lithium Americas
Legal team: James Guttman, Deborah Lobo, Nicholas Arruda (capital markets and mining)
Blake, Cassels & Graydon LLP acted as Canadian counsel for the Agents
Legal team: Bob Wooder, Kathleen Keilty, Sebastian Lowes (capital markets and mining)
Skadden, Arps, Slate, Meagher & Flom LLP acted as US counsel for the Agents
Legal team: Ryan J. Dzierniejko, Annabelle Gardere, Georgian C. Dimopoulos, Aliza Rana (corporate and mining)
Lithium Americas Corp. announced the establishment of an at-the-market equity program (ATM Program) that allows the company to issue up to US$100 million (or its Canadian dollar equivalent) of common shares to the public. The ATM Program is being conducted concurrently in Canada and in the US. Distributions of the common shares through the ATM Program will be made pursuant to an open market sale agreement among Lithium Americas and Jefferies LLC, as lead US agent, and National Bank Financial Inc., as lead Canadian agent, and Jefferies Securities, Inc., National Bank of Canada Financial Inc., Stifel, Nicolaus & Company, Incorporated, Stifel Nicolaus Canada Inc., Cormark Securities (USA) Ltd., Cormark Securities Inc., BMO Capital Markets Corp., BMO Nesbitt Burns Inc., Canaccord Genuity LLC and Canaccord Genuity Corp. (collectively the Agents).
Deal: Equinix completes $1.041-million acquisition of 13 Bell data centres in Canada
Closing date: October 1, 2020
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Firms involved:
Scott Hettema, vice-president, legal, Americas represented Equinix
Blake, Cassels & Graydon LLP also represented Equinix
Legal team: Cheryl Satin, Vivian Kung, Samantha Breaks (corporate/M&A), Paul Stepak, Amanda Heale, Zvi Halpern-Shavim (tax), Kevin MacDonald, Julia Potter, Psalm Cheung (competition), Alexis Levine, Ora Morison (regulatory), Holly Reid, Daryl Cukierman, Aldona Gudas, Alysha Sharma (labour and employment), Lindsay McLeod, Maggie Carmichael (pensions and benefits), Daniel Kofman, Daniel Ferreira, Joseph Grignano, Rachel Lehman (real estate), Rob Percival (IT)
Bell was represented by Martin Cossette, vice-president, legal, Alexis Cloutier, senior legal counsel (M&A), Carolyn Ruby, senior legal counsel (real estate), Nick Koutsoukis, senior legal counsel (commercial)
Stikeman Elliott LLP also represented Bell
Legal team: Jean Marc Huot, Sophie Lamonde, David Massé, Dominique Rolland, Michael Ball, Patricia Larouche, Alexandra Vall (corporate/M&A), Franco Gadoury, Adam Drori, Nicholas Blach (tax), Jean-Guillaume Shooner (sales taxes), Michael Kilby, Michael Rosenstock (competition), David Elder (regulatory), Nancy Ramalho, Stephanie Weschler, Stephanie Pasternyk (labour and employment), Natasha vanden Hoven, Allyson Martha (pensions and benefits), Bertrand Ménard, Jordana Levine (real estate)
Equinix, Inc., a digital infrastructure company, announced the completion of its acquisition of 13 data centres in Canada and their operations from BCE Inc. (Bell). The $1,041-million all-cash transaction includes more than 600 customers, of which more than 500 are new to Equinix, and approximately 1.2 million gross square feet of data centre space.
Deal: First Majestic Silver Corp. completes $78 million bought deal financing
Closing date: September 17, 2020
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Firms involved:
Bennett Jones LLP was Canadian counsel to First Majestic Silver Corp.
Legal team: James Beeby, Lisa Stewart, Rita Cherevychko
Todd y Asociados was Mexican counsel to First Majestic Silver Corp.
Legal team: Fernando Todd Dip, Jorge García Díaz
Cassels Brock & Blackwell LLP was Canadian counsel to Cormark Securities Inc.
Legal team: Chad Accursi, James Lyle, Tiffany Chiu, Heesoo Kim, Lauren Grossman
First Majestic Silver Corp. completed a bought deal offering of 5,000,000 common shares raising total proceeds of $78 million (gross), with Cormark Securities Inc. acting as sole underwriter. The offering was made by way of a prospectus supplement under the company’s Canadian short form base shelf prospectus. First Majestic expects to use the net proceeds of the offering, together with its current cash resources, to develop and improve its existing mines and to add to its working capital.
