Canadian Dealmakers of 2016

As the only program of its kind in Canada, the Canadian Dealmakers Awards recognize participants who have made significant contributions to the M&A market
Mark Rasile, Bennett Jones LLP; Robin Upshall, Davies Ward Phillips & Vineberg LLP; John Macfarlane, Osler, Hoskin & Harcourt LLP
Mark Rasile, Bennett Jones LLP; Robin Upshall, Davies Ward Phillips & Vineberg LLP; John Macfarlane, Osler, Hoskin & Harcourt LLP
WHEN LEXPERT, TOGETHER with Deloitte, The Globe and Mail and Thomson Reuters, created the Canadian Dealmakers Program in 2007, the driving force was to look beyond the deals that define Canada’s capital markets and celebrate the executives, in-house counsel, lawyers and bankers who actually shaped those transactions.

The program works like this: nominations are collected and turned over to an adjudication panel to determine which ones best benefited both their industries and this country as a whole. The panelists, leaders in Canada’s business community, look for hallmarks of excellence. They can range from the creation of shareholder value to the promotion of growth and innovation; deal-making that brings the company up to a new level in its market; stewardship through new legal or regulatory terrain; or even, in the case of banks, the sheer number or value of deals completed in a single year.

Once the decisions are made, the winners are recognized at the annual Canadian Dealmakers gala dinner, which brings together leading decision-makers and advisors from the world of M&A and corporate finance to celebrate the art of the deal. This year’s event was held on March 9th at the Royal York Hotel in Toronto.

Here are our Canadian Dealmakers award winners for 2016 (all figures in US dollars):








LIFETIME ACHIEVEMENT AWARD Ed Clark
Former President and CEO,TD Bank Group



They say no tree grows straight to the sky, but Ed Clark, former President and Chief Executive Officer of TD Bank Group, comes pretty
close.

Clark didn’t start off in business. The Harvard-educated economist enjoyed a decade-long career in the federal government where he held a series of senior positions. He first came to public attention as deputy minister. In 1982, he was recognized as the Outstanding Civil Servant of the year. Tapping into his extensive network of contacts, he landed a job at Wall Street investment bank Merrill Lynch Canada in 1985 and, finding he liked Bay Street, moved over to Morgan Financial Corp. in 1988 where he worked to revive the troubled Financial Trustco Capital Ltd., once a $2-billion financial conglomerate. When Canada Trust Financial Services Inc. bought some remnants of Financial Trustco in 1991, it brought Clark on board as well, and he began to learn the ropes of retail banking.

Canada Trust itself was acquired by TD Bank in 2000, and just two years later, the bank named Clark as its new chief executive. Under his tenure, TD became the second-largest bank in Canada and a force to be reckoned with south of the border, with 1,300 US retail branches. Then came the merger of discount brokerage TD Waterhouse with Ameritrade Holding Corp. In 2007, he led what was then one of the largest foreign takeovers in Bay Street history: an $8.5-billion deal for New Jersey-based Commerce Bancorp Inc., instantly propelling TD into the top ten ranking of US banking.

Clark was twice recognized as one of the “World’s 30 Best CEOs” by Barron’s magazine and in 2014 was ranked No. 47 on Harvard Business Review’s list of the “100 Best Performing CEOs in the World.” In 2012, he was appointed to the Order of Canada, one of the highest distinctions in the country — not just for his contributions to Canada’s financial industry, but also his philanthropic work.

After retiring from TD in 2014, Clark returned to his roots in public policy. He and his family have donated generously to Queen’s University, which has resulted in the creation the W. Edmund Clark Distinguished Lecture Series on Public Policy. Clark also helped the Ontario government carry out the privatization of Hydro One. The following year, he was appointed Special Business Advisor to the province, in a role that will call on him to help Ontario develop its economic growth strategy.

The sky, it seems, really is the limit.


DEAL TEAM OF THE YEAR
Shaw Communications Inc.

It was a busy year for the deal team at Calgary-based Shaw, with two transformative transactions: the related-party sale of Shaw Media to Corus Entertainment, and the acquisition of Wind Mobile, designed to give parent Shaw Communications Inc. the wireless businesses needed to put it on the same footing as Canada’s other large national telecom companies.

The Shaw team designed a two-part strategy: sell Shaw Media to Corus, then use the proceeds to fund the purchase of Wind Mobile from the Mid-Bowline Group Corp. The Shaw family, which spun off Corus in 1999, controls both Corus and Shaw Communications Inc. (Shaw Media’s parent company) even though the companies have separate listings on the Toronto Stock Exchange. This required the deal team to exercise extremely rigorous and transparent governance controls.

Part one of the strategy, the sale to Corus, was challenged when Catalyst Capital Group Inc., a private equity firm, launched a campaign against the deal. It argued Corus was overpaying for Shaw Media, and that the transaction would unfairly benefit the Shaw family to the detriment of minority investors. Catalyst appealed to the Ontario Securities Commission to delay the vote, but Shaw prevailed and the request was rejected.

When the numbers were tallied, the transaction received the approval of more than 50 per cent of Corus’s minority shareholders (the Shaw family was excluded from voting) and then the all-important approval from of the Canadian Radio-television and Telecommunications Commission. The combined Corus-Shaw entity will control 34.5 per cent of English TV viewership in Canada through 45 specialty and 15 conventional television stations.

Shaw Communications used the $1.6 billion from the sale to acquire Wind, which has 940,000 wireless subscribers in urban areas in Ontario, British Columbia and Alberta. The acquisition makes Shaw the fourth-largest mobile phone company in the country.

Key legal advisors selected by winner:

Dentons Canada LLP – Counsel, Shaw Communications Inc.
Davies Ward Phillips & Vineberg LLP – Counsel, Shaw Communications Inc.
Goodmans LLP – Counsel, Shaw Special Committee
Osler, Hoskin & Harcourt LLP – Counsel, Corus Entertainment
Dentons Canada LLP – Counsel (Corporate Finance), Corus Entertainment
McCarthy Tétrault LLP – Counsel (Regulatory), Corus Entertainment
Borden Ladner Gervais LLP – Counsel, Corus Special Committee
Davies Ward Phillips & Vineberg LLP – Counsel, Mid-Bowline Group Corp.
Blake, Cassels & Graydon LLP – Counsel, Barclays Capital
McCarthy Tétrault LLP – Counsel, Underwriters and Lenders


MEDIA AND TELECOMMUNICATIONS
Shaw Communications Inc. buys Wind Mobile Corp. for $1.6 billion

When Calgary-based Shaw Communications struck a deal to buy Wind Mobile for $1.6 billion, it had its eye on competitors like Telus Corp., which already has one of the largest cellular businesses in the country and competes with Shaw directly for television and internet customers. For Shaw, wireless was the missing piece.

The transaction to acquire 100 per cent of the shares of Wind’s parent company changes everything. Wind, launched in 2009, has 940,000 wireless subscribers in urban areas in Ontario, British Columbia and Alberta. The acquisition makes Shaw the fourth-largest mobile phone company in the country. “Now we’re on the same page, we’re at the same level,” CEO Brad Shaw said when the deal was announced. “With the transformative power of this transaction, Shaw will become a leading pure-play connectivity provider.”

About a month before Christmas, Toronto-based Wind announced it was changing its name to Freedom Mobile and upgrading its network to the LTE standard offered by its Big Three competitors: Telus, BCE Inc. and Rogers Communications Inc. The newly named Freedom Mobile has indicated that it does not plan major changes to the current plans and packages offered under the Wind brand. Executives at Shaw say they plan to eventually sell wireless services under the Shaw brand as well.

Key legal advisors selected by winner:

Dentons Canada LLP – Counsel (M&A, Financing), Shaw Communications Inc.
Davies Ward Phillips & Vineberg LLP – Counsel, Mid-Bowline Group Corp.
McCarthy Tétrault LLP – Counsel, Financial Advisor


VALUE CREATION
CCL Industries Inc.



With a series of strategic deals over the past three years, including the acquisition of Worldmark Ltd. and Banknote Corp. of America Inc., CCL Industries has grown into a world leader in specialty label and packaging solutions. Most recently, CCL closed a deal to acquire New Jersey-based Checkpoint Systems. Checkpoint is a leading manufacturer of technology-driven, loss prevention, inventory management and labeling solutions using “smart label” technologies.

The deal is a classic pure play. Toronto-based CCL has 97 production facilities in North America, Europe, Latin America and Asia. When the transaction was announced at the start of March 2016, however, President and CEO Geoffrey Martin said his company had been watching Checkpoint use its “technology-driven label solutions” to build a leading global position for several years.

Checkpoint brings not just its blue-chip customer base with retailers such as Barnes & Noble and Target to CCL, but also a “smart label” product portfolio that includes surveillance systems, radio frequency identification tags, intrusion alarms and digital video recorders for retailers.

On December 31, 2013, CCL’s share price was C$79. Three years later, it closed the year at C$264. That is shareholder value any investor would be happy with.

Key legal advisor selected by winner:

Warner Norcross & Judd LLP – Counsel, CCL Industries Inc.


CONSUMER BUSINESS
Cara Operations Ltd.
acquires Groupe St-Hubert Inc. for $414M



When Cara Operations, the largest Canadian-owned restaurant company, added Québec’s rotisserie chicken chain St-Hubert Group to its menu last year in a $414-million friendly deal last year, it secured an iconic 66-year-old brand and access to the important Québec market.

Laval, Que.-based St-Hubert has a loyal base of customers who regularly eat in, order in or take out its beloved rotisserie chickens. They also buy St-Hubert products such as soups, ribs and sauces at national retailers such as Sobeys, Loblaws and Costco. Vaughan, Ont.-based Cara, founded in 1883, plans to capitalize on that. It is ramping up operations at St-Hubert’s two food manufacturing plants and two distribution centres with new a line of Cara-branded products that can be sold across Canada. Cara’s brands also include Swiss Chalet, Harvey’s, Kelsey’s and Montana’s Cookhouse.

Swiss Chalet and St-Hubert fit particularly well together. Where St-Hubert, with 117 restaurants, has expanded primarily in Québec with a few locations on the East Coast and in Ontario, Swiss Chalet has extended as far west as Vancouver Island, minimizing overlap. The combination of two of Canada’s oldest food-services companies required, and received, Competition Bureau approval.

With St-Hubert added in, Cara will oversee 1,127 restaurants — behind only Tim Hortons’ owner Restaurant Brands International Inc. and McDonald’s Corp. Bill Gregson, Cara’s CEO, said when the deal was announced that St-Hubert is a “Québec jewel,” and will maintain its head office in the province.

Key legal advisors selected by winner:

Stikeman Elliott LLP – Counsel, Cara Operations Ltd.
Fasken Martineau DuMoulin LLP – Counsel, Groupe St-Hubert Inc.


FOREIGN OUTBOUND
Emera Inc. purchases TECO Energy Inc. for $10.3 billion



Canadian energy company Emera Inc. bought TECO Energy Inc., a Florida electric and gas utility for $10.3 billion in September with an eye to US expansion.

Halifax-based Emera is an electric utility with three regulated, wholly owned electric utility subsidiaries: Nova Scotia Power Inc., Bangor Hydro-Electric Co. and Emera Brunswick Pipeline Co. Ltd. It also has operations in the northeastern US, Atlantic Canada, St. Lucia, Grand Bahama and Barbados.

A majority of TECO’s assets are based in Florida, where it operates its Tampa Electric and Peoples Gas System utilities.
As part of Emera’s commitment to the customers and communities in which TECO operates, it agreed to establish operating boards that include local and community leaders in both Florida and New Mexico. Tampa Electric and Peoples Gas headquarters will remain in Tampa, while New Mexico Gas Co. headquarters will remain in Albuquerque.

The acquisition boosts Emera’s assets to about $20 billion from $9.89 billion, with the merged entity serving more than 2.4 million electric and gas customers. The company expects the deal to create both synergies and future growth opportunities by combining its energy assets and strengthening its utility presence in the United States.

The deal comes as electric utilities across the country are moving to consolidate in order to cope with tepid sales, rising costs and tougher regulations. The transaction, valued at $10.3 billion, including the assumption of about $3.9 billion in debt, makes Emera one of North America’s top 20 regulated utilities.

Key legal advisors selected by winner:

Davis Polk & Wardwell LLP – Counsel (US), Emera Inc.
Osler, Hoskin & Harcourt LLP – Counsel (Canada), Emera Inc.
Skadden, Arps, Slate, Meagher & Flom LLP – Counsel, TECO Energy, Inc.
Holland & Knight LLP – Counsel, TECO Energy, Inc.
Blake, Cassels & Graydon LLP – Counsel (Canada), TECO Energy, Inc.
Simpson Thacher & Bartlett LLP – Counsel, J.P. Morgan Securities


FOREIGN INBOUND
Vail Resorts Inc. acquires Whistler Blackcomb Holdings Inc. for $1.1 billion



Some deals are a slippery slope, but the buyer doesn’t realize it until afterward. Not so Vail Resorts, which purchased exactly that with its acquisition of BC-based Whistler Blackcomb Holdings, one of the largest and most storied ski resorts in North America and a venue for the 2010 Olympic and Paralympic games.

Both Whistler Blackcomb and Vail Resorts, which is headquartered in Broomfield, Colorado, attract tourists from Australia and Britain to their slopes. However, where Vail attracts skiers and snowboarders from Latin America to the 11 resorts it operates across the United States, Whistler is much more popular with visitors from Asian countries. Rob Katz, Vail’s Chairman and Chief Executive Officer, sees the combined entity as a tourism powerhouse: “This is really about building on each other’s strengths.”

The purchase is also expected to help the merged entity protect itself against a drop in revenue due to climate change.
“In summer, Whistler is absolutely a leader in North America,” said Kratz.

The US-based parent company said it intends to “invest substantially” in Whistler Blackcomb’s infrastructure and its four-season activities, including the so-called “Renaissance” strategic plan, which calls for an indoor water park and upgrades to lifts, snow-making and terrain, as well as two real estate development projects. Whistler Blackcomb is Vail’s first foray north of the border.

Key legal advisors selected by winner:

Gibson, Dunn & Crutcher LLP – Counsel, Vail Resorts Inc.
Stikeman Elliott LLP – Counsel, Vail Resorts Inc.
Hogan Lovells US LLP – Counsel, Vail Resorts Inc.
Osler, Hoskin & Harcourt LLP – Counsel, Whistler Blackcomb Holdings Inc.
Farris, Vaughan, Wills & Murphy LLP – Counsel, Whistler's Special Committee
McCarthy Tétrault LLP – Counsel, Special Committee’s Financial Advisor
Blake, Cassels & Graydon LLP – Counsel, KSL Capital Partners LLC


ENERGY
Suncor Energy Inc. acquires Canadian Oil Sands Ltd. for $3.3 billion



Suncor Energy’s $3.3-billion acquisition of Canadian Oil Sands faced challenges early on.
The proposed takeover was structured as a straight share swap, with Canadian Oil Sands shareholders to receive 0.25 of one Suncor share for each share of Canadian Oil Sands. Suncor had its eye on Canadian Oil Sands’ 37-per-cent stake in Syncrude, the motherlode of the oilsands mines. Suncor already owned 12 per cent, and the Canadian Oil Sands deal would make it the dominant player.

The bid turned hostile after a friendly approach had been rebuffed. Canadian Oil Sands defended against the bid by adopting a shareholder rights plan requiring any deal remain open for 120 days, which would have rendered Suncor’s 60-day bid ineligible. The transaction was then contested before the Alberta Securities Commission, which gave Canadian Oil Sands 90 days, or until January 8, 2016, to look for higher offers. Suncor responded by extending its deadline.

In January 2016, negotiations reached an amicable conclusion, with deal teams announcing a revised friendly deal equivalent to 0.28 of one Suncor share for each Canadian Oil Sands share. It was a valuation that Canadian Oil Sands shareholders readily endorsed, with 73 per cent tendering their stock.

“From the outset, we’ve spoken about the excellent value this offer creates for both COS and Suncor shareholders,” said Suncor Chief Executive Officer Steve Williams, “and I’m looking forward to delivering on that commitment.”

Key legal advisors selected by winner:

Blake, Cassels & Graydon LLP – Counsel, Suncor Energy Inc.
Sullivan & Cromwell LLP – Counsel, Suncor Energy Inc.
Osler, Hoskin & Harcourt LLP – Counsel, Canadian Oil Sands Ltd.


INDUSTRIALS
Stantec Inc. acquires MWH Global Inc. for $793 million



Stantec Inc.’s purchase of US-based water engineering giant MWH Global was the largest deal in the Canadian engineering- and infrastructure-consulting giant’s 62-year history — and the rationale couldn’t be simpler. CEO Bob Gomes called it “a step into another era,” with the acquisition transforming the Edmonton-based company into one of the world’s top three global design firms.

Stantec provides professional design and consulting services in the infrastructure and facilities sector at every stage, from concept and financial feasibility to project completion and beyond. Colorado-based MWH is also a global engineering, consulting and construction management firm — but one with special expertise in water and natural-resources projects built for infrastructure and the environment. The company was hired, for example, to help expand the Panama Canal.

The acquisition makes Stantec a global leader in water-resources infrastructure, increasing its presence in the UK, Australia, New Zealand, South and Central America, Europe and the Middle East. About 70 per cent of Stantec’s revenue will now come from outside of Canada. The all-cash deal was expected to create annual synergies of C$33 million from operations integration to be realized in 2016 and 2017.

And expect more to come. Gomes says, now that his company has firm a foothold in additional overseas markets, it is looking to grow there by acquisition.

Key legal advisors selected by winner:

Paul, Weiss, Rifkind, Wharton & Garrison LLP – Counsel, Stantec Inc.
Bennett Jones LLP – Counsel (Credit Facilities), Stantec Inc.
Dentons Canada LLP – Counsel (Equity), Stantec Inc.
Kirkland & Ellis LLP – Counsel, MWH Global, Inc.
Hogan Lovells US LLP – Counsel (Credit Facilities), MWH Global, Inc.
Blake, Cassels & Graydon LLP – Counsel (Credit Facilities), CIBC Capital Markets
Linklaters LLP – Counsel (Credit Facilities), CIBC Capital Markets
Stikeman Elliott LLP – Counsel (Equity), Underwriter Syndicate
Skadden, Arps, Slate, Meagher & Flom LLP – Counsel (Equity), Underwriter Syndicate


INFORMATION TECHNOLOGY
Open Text Corp. buys Dell EMC’s enterprise content division for $1.62 billion



Waterloo-based Open Text Corp. was already one of Canada’s largest business-software makers when it reached a widely anticipated cross-border deal to acquire Dell EMC’s enterprise content division, for $1.62 billion.

Open Text, which makes products that are used by companies and governments to digitally store and manage large volumes of content, has been purchasing related businesses to boost its customer base. Including the EMC deal, Open Text will have purchased five businesses since May worth about $2.4 billion, adding about C$900-million in annualized revenue,
roughly half the company’s total, for the fiscal year ending June 30.

The EMC division was Open Text’s largest competitor and this acquisition
is the Canadian firm’s largest in its 25-year history. Open Text Chief Executive Officer Mark Barrenechea said the deal “is right in our wheelhouse,” adding that it will help his company’s customers accelerate their digital transformation.

The deal was also welcomed by Dell EMC, which inherited the enterprise-content division after its $67-billion takeover of EMC, by permitting it to shed a non-core asset and help pay off some of the related debt. Under terms of the agreement, the software, associated services and employees in the Hopkinton, Massachusetts, division will be integrated into Open Text.

Key legal advisors selected by winner:

Cleary Gottlieb Steen & Hamilton LLP – Counsel, Open Text Corp.
Blake, Cassels & Graydon LLP – Counsel, Open Text Corp.
Houthoff Buruma – Counsel, Open Text Corp.
Davis Polk & Wardwell LLP – Counsel, Barclays
Stikeman Elliott LLP – Counsel, Dell EMC
Foley Hoag LLP – Counsel, Dell EMC


INFRASTRUCTURE
Fortis Inc. acquires ITC Holdings Corp. for $11.3 billion



Fortis Inc. was making a power play with its acquisition of Michigan-based ITC Holdings Corp., the largest independent electric transmission company in the United States, in a friendly deal valued at about $11.3 billion. It is not just the Canadian company’s largest ever deal, but the largest ever Canadian takeover of a US utility.

Fortis Inc., based in St. John’s, Newfoundland & Labrador, is a diversified electric utility holding company. It operates in Canada, the United States, Central America and the Caribbean. ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma. The combination transforms Fortis into one of the top 15 North American public utilities ranked by enterprise value, estimated to be around $30 billion.

President and Chief Executive Officer Barry Perry said the acquisition comes at an opportune time in the US, as the country transitions away from coal-fired electricity generation toward more natural gas and renewable power.

With a network of transmission lines that stretches 25,000 kilometres, the merged company is well positioned to grow by building out new infrastructure as part of that transition, he added.

“Fortis has grown its business through strategic acquisitions,” Perry said when the deal was announced. “ITC not only further strengthens and diversifies our business, but it also accelerates our growth.” Shareholders say amen to that.

Key legal advisors selected by winner:

White & Case LLP – Counsel (Regulatory), Fortis Inc.
Davies Ward Phillips & Vineberg LLP – Counsel, Fortis Inc.
McInnes Cooper LLP – Counsel, Fortis Inc.
Torys LLP – Counsel, ITC Holdings Corp.
Simpson Thacher & Bartlett LLP – Counsel, ITC Holdings Corp.
Dykema LLP – Counsel, ITC Holdings Corp.
Jones Day LLP – Counsel, Board of ITC Holdings Corp.
Kirkland & Ellis LLP – Counsel, Financial Advisor
Skadden, Arps, Slate, Meagher & Flom LLP – Counsel, Financial Advisor
Osler, Hoskin & Harcourt LLP – Counsel, Financial Advisor
Fasken, Martineau, Dumoulin LLP – Counsel, Lender
Cravath, Swaine & Moore – Counsel, Financial Advisor / Lender
Foley & Lardner LLP – Regulatory (Michigan, Illinois and Wisconsin), Fortis Inc.
Crowe & Dunlevy – Regulatory (Oklahoma), Fortis Inc.
Triplett, Woolf & Garretson LLC – Regulatory (Kansas), Fortis Inc.
Newman, Comley & Ruth PC – Regulatory (Missouri), Fortis Inc.
Sullivan & Ward PC – Regulatory (Iowa), Fortis Inc.
Stinson Leonard Street LLP – Regulatory (Minnesota), Fortis Inc.
Stuntz, Davis & Staffier, PC – Regulatory (Federal Energy Regulatory Commission), Fortis Inc.
Clark Hill PLC – Regulatory (Illinois), ITC Holdings Corp.
Fredrikson & Byron, PA – Regulatory (Wisconsin), ITC Holdings Corp.
Conner & Winters, LLP – Regulatory (Oklahoma), ITC Holdings Corp.
Polsinelli PC – Regulatory (Kansas), ITC Holdings Corp.
Curtis, Heinz, Garrett & O’Keefe PC – Regulatory (Missouri), ITC Holdings Corp.
Strasburger & Price, LLP – Regulatory Support, ITC Holdings Corp.
Dykema LLP – Counsel (Michigan and Case Coordination), ITC Holdings Corp.


MID-MARKET
Enercare Solutions Inc. acquires SEHAC Holdings Corp. for $341 million



When Toronto-based Enercare Solutions Inc. acquired SEHAC Holdings Corp. for $341 million in June, John Macdonald, Enercare’s President and CEO called it “a defining acquisition.”

Enercare provides water heaters, furnaces, air conditioners and other HVAC rental products, as well as plumbing services, protection plans and home protection services, to more than 1.2 million customers in Canada.

Dallas-based SEHAC, also known as “Service Experts,” provides sales, installation, inspection, maintenance and repair of HVAC heating and cooling systems to existing homes and small to mid-size businesses. It also offers services ­­­such as indoor air-quality solutions and energy-saving green solutions. The privately held company owns and operates 108 branch locations in the US and Canada.

Macdonald said the acquisition transforms Enercare, founded in just 2010, into a North American market leader, creating new opportunities for growth and “broadening our scope from Canada to North America while driving considerable incremental value for shareholders.”

He said that the deal, which ramps up the company’s North American expansion, is a natural extension to Enercare’s business and “part of our strategic roadmap,” adding he expected the acquisition to immediately be 25 per cent accretive to normalized pro forma distributable cash per common share.

Key legal advisors selected by winner:

Torys LLP – Counsel, Enercare Inc., Enercare Solutions Inc.
Bennett Jones LLP – Counsel (Competition), Enercare Inc.
McCarthy Tétrault LLP – Counsel, National Bank of Canada
McCarthy Tétrault LLP – Counsel, The Toronto-Dominion Bank
Arnold & Porter LLP – Counsel, Service Experts LLC
Osler, Hoskin & Harcourt LLP – Counsel, Service Experts LLC


BANK OF THE YEAR (BY VOLUME)
Royal Bank of Canada



The RBC Capital Markets deal team scooped up 43 ranked deals last year for a 12.8 per cent overall market share in $88 billion worth of transactions where either the acquirer or target were Canadian.

On the buy side, some of the larger deals the RBC Capital team worked on include Enbridge’s $43-billion purchase of Houston-based Spectra Energy Corp. (yet to close at press time); it was on the advisory team counseling Potash Corp. of Saskatchewan in in its $18-billion merger with Agrium Inc.; it helped advise BCE Inc. on the $3.1 billion purchase of Manitoba Telecom Services Inc.; it was on for US giant Lowe’s Cos. Inc. in its $2.3-billion deal for Canadian home-improvement chain RONA Inc.; and it was on for Corus Entertainment’s $1.6-billion acquisition of Shaw Media Inc.

When it came to advising the target, RBC represented Texas Transmission Holding Corp. in its $2.4-billion merger with NextEra Energy Inc.; it was on the team advising InnVest REIT on its $1.6-billion sale to China’s Bluesky Hotels & Resorts Inc.; helped advise Capstone Infrastructure Corp. on its $1.2-billion sale to iCON Infrastructure Partners; and the bank also helped counsel Trader Corp., the parent company of used-car publication Auto Trader, on its $1.2-billion sale to Thomas Bravo LLC.

Overall, RBC Capital edged out BMO Capital Markets for the top spot for deal volume, with the Bank of Montreal advisory team finishing the year with 35 ranked deals for 26.8 per cent of the overall Canadian market.


MID-MARKET BANK OF THE YEAR
Royal Bank of Canada



RBC Capital Markets swept this category — defined as deals under $1 billion excluding equity carve-outs, withdrawn deals and open-market repurchases and inclusive of net debt — coming out in the No. 1 spot both in deal value and deal volume.

RBC was often found helping advise the target on mid-market transactions, working on deals such as Element Finnancial Corp.’s commercial asset management spinoff, a transaction valued at $966 million. It helped advise Husky Energy Inc. on the $912-million sale of mid-stream assets to Investors Group; it was on Oxford Property Group Inc.’s sale of a bundle of seven Canadian office properties to the Canada Pension Plan Investment Board for $896 million. The RBC deal team also advised Penn West Petroleum Ltd. on its $766-million deal to sell its Saskatchewan oil assets to Teine Energy Ltd., which is backed by the Canada Pension Plan Investment Board, as well as ARC Resources on the divestiture of $520 million of southeastern Saskatchewan assets to Spartan Energy.

When it came to advising acquirers, RBC was on the team for Kirkland Lake Gold Inc. in its $712-million takeover of Newmarket Gold Inc. and counseled Glencore PLC on the purchase of just under 10 per cent in British Columbia Investment Management Corp.’s agricultural unit for $625 million.

All told, RBC Capital worked on 27 mid-market deals with an aggregate value of $9.2 billion, with BMO Capital Markets in second spot with 21 deals valued at $8.9 billion
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