There’s no slowing Canada’s legal giants in the infrastructure space despite the challenges brought about by the pandemic as they closed major deals one after another these past few months. McCarthy Tétrault LLP, Osler, Hoskin & Harcourt LLP, Blake, Cassels & Graydon LLP, Stikeman Elliott LLP, Torys LLP, Bennett Jones LLP, Davies Ward Phillips & Vineberg LLP, Fasken Martineau DuMoulin LLP, Gowling WLG and Norton Rose Fulbright Canada LLP struck multiple deals, ranging from hundreds of millions to billions of dollars. Borden Ladner Gervais LLP and Miller Thomson LLP also secured significant deals.
Deal: Brampton Courthouse Addition Phase 2 and Toronto Region Bail Centre Project financial closure
Closing date: June 1, 2021
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Firms involved:
Gowling WLG advised IO and the MAG.
Legal team: Lindsay Wong, Merie-Anne Beavis, Jessica Ho-Wo-Cheong, Sean Whiting
Borden Ladner Gervais LLP advised Pomerleau.
Legal team: Pascale Dionne, Patrick Dolan, François Nolet-Lévesque, Valérie Olivier, Maxim Laganière, Yves Ménard
Stikeman Elliott LLP advised the lenders.
Legal team: Maxime Jacquin, Jamie Templeton, Philippe Bernier-Cormier, Tara Watson, Léola Muntu-Ca
ron
The Brampton Courthouse Addition is a two-phase project involving the existing A. Grenville and William Davis Courthouse in Brampton. Phase 1 was completed in spring 2020. The Phase 2 project involves the fit-out of the remaining shelled floors of the addition (3-6), as well as the partial renovation of the existing courthouse and adjacent Land Registry building. The Toronto Region bail centre (TRBC) project involves the renovation/modification of the existing, leased courthouse building at 2201 Finch Avenue West to accommodate all adult bail operations, as well as weekend and statutory holiday (WASH) court bail matters, once the new Toronto courthouse opens in 2022.
Deal: Lower Mattagami Energy LP completion of private placement
Closing date: May 14, 2021
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Firms involved:
Blake, Cassels & Graydon LLP acted as outside counsel to Lower Mattagami Energy Limited Partnership.
Legal team: Ian Binnie, Cat Youdan
Ontario Power Generation’s in-house legal team included Clara Greco, Amelia Fung and Aimee Collier.
Torys LLP represented the syndicate of agents.
Legal team: Michael Zackheim, Stephen Neil (corporate/securities), Rose Bailey (lending)
Lower Mattagami Energy Limited Partnership, a limited partnership established by Ontario Power Generation in connection with the Lower Mattagami Hydroelectric Project, completed its inaugural green bond offering, by way of private placement, of $375-million aggregate principal amount of 2.433 per cent senior secured bonds, Series 2021-1, due May 14, 2031.
The bonds were issued in Canada and sold through a syndicate of agents co-led by CIBC World Markets Inc. and BMO Nesbitt Burns Inc., and which included National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., HSBC Securities (Canada) Inc. and Laurentian Bank Securities Inc.
Deal: York Group of Companies acquisition of MCS Group
Closing date: March 15, 2021
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Firm involved:
Bennett Jones LLP advised York Excavating & Grading Ltd.
Legal team: Curtis A. Cusinato (corporate)
York Group of Companies, a Vaughan, Ontario-based excavating and construction services company backed by Fengate Asset Management, on behalf of LiUNA Pension Fund of Central and Eastern Canada (LPFCEC), acquired Toronto, Ontario-based MCS Group, a hydrovac excavation specialist. Financial terms were not disclosed. In January 2021, Fengate Asset Management, on behalf of LPFCEC, completed an investment in York Group, which provided the company with growth capital to continue to execute on its pipeline of M&A opportunities. The acquisition will enhance York Group’s portfolio of services to include hydro excavation, CCTV sewer inspection and flushing, directional drilling, detailed excavation and site services.
Deal: Power Sustainable Capital launch of Power Sustainable Energy Infrastructure Partnership
Closing date: January 19, 2021
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Firms involved:
Delia Cristea, general counsel, led the legal functions for Power Sustainable Capital Inc.
McCarthy Tétrault LLP acted for Power Sustainable Capital Inc. and the Power Sustainable Energy Infrastructure Partnership.
Legal team: Mathieu Laflamme (fund formation, lead lawyer), Mathieu LeBlanc (M&A, lead lawyer), Christian Meighen (tax, lead lawyer), Mathieu Dubord (capital call facility, lead lawyer), Alexandre Saulnier-Marceau (fund formation), Mireille Trottier (fund formation), Xin Gao, Karina Gagnon (M&A), Alexandra Carbone, Nicolas Désy, Fred Purkey, Joy Elkeslassy (tax), Eve Tessier, Alexis Hudon, Alex Reid (capital call facility), Sonia Struthers (regulatory), Dominic Thérien (competition and foreign investment), Éloïse Gagné, Marc-Antoine Addoumie (corporate)
Blake, Cassels & Graydon LLP acted for Desjardins Group and assisted its legal team composed of Patrick Chillis and Jean-Sébastien Nault.
Legal team: Philippe Bourassa (lead lawyer), Vivian Kung (M&A), Kim Harle (fund formation), François Auger (tax), Sarah Chahine (corporate)
Norton Rose Fulbright Canada LLP acted for National Bank.
Legal team: David Lemieux (lead lawyer), Martin Thériault, Thomas Nichols, Julie Djiezion, Antoine Desroches, Kyung Park, Todd Schroeder
Power Sustainable Capital Inc., an affiliate of Power Corporation of Canada and a global multi-platform alternative asset manager focused on long-term investments in sustainable strategies, announced the launch of the Power Sustainable Energy Infrastructure Partnership, an investment platform with an initial $1 billion in capital commitments dedicated to the renewable energy sector, including a significant sponsorship commitment from Power Sustainable. The partnership’s founding partners, led by Desjardins Group, comprise Great-West Lifeco, National Bank of Canada and Après-demain SA.
Deal: Capstone Power Corp. acquisition of wind facilities from wpd europe GmbH
Closing date: January 8, 2021
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Firms involved:
Blake, Cassels & Graydon LLP advised Capstone.
Legal team: Andrew Thompson, Mark Johnson, Mark Mohamed, Samantha Breaks, Sam Kim (corporate), Patrick Gordon, Daniel Kofman, Alexa Morin (real property), Holly Reid, Laura Blumenfeld (labour and employment), Elizabeth Boyd, Paul Stepak, Evan Schmid (tax), Aaron Palmer (securities), Nick Tropak, Daniel Jachna, Cameron Siempelkamp, Daniel Tatone (financial services), Micah Wood (competition), Sharon Wong, Charles Kazaz, Grace Smith (regulatory/environmental)
McCarthy Tétrault LLP advised MUFG Union Bank, Ltd., Canada Branch (MUFG) and Associated Bank, N.A.
Legal team: Stephen Furlan (lead lawyer), Jacob Stone, Candace Pallone, Chris Zawadzki, Alexandre Saulnier-Marceau, Daryna Kutsyna (financial services), Suzanne Murphy (M&A), Ted Cox, Zainab Fayyaz (real property), Joanna Rosengarten, Reena Goyal (regulatory).
A separate team from McCarthy Tétrault LLP also represented MUFG Union Bank, N.A., as collateral agent.
Legal team: Mary Jeanne Phelan (lead lawyer)
Stikeman Elliott LLP advised wpd europe GmbH.
Legal team: Eric Bremermann, Timothy Chubb, Logan Copen (corporate, lead lawyers), Patrick Duffy (regulatory), Tatiana Kotova (corporate), Kate Amirault, Lindsay Gwyer (tax), Michael Laskey, Michael Rosenstock (competition), Lanette Wilkinson (property)
Capstone Power Corp., with MUFG Union Bank, Ltd., Canada Branch and Associated Bank, N.A. acting as lenders, completed its acquisition of a 29 MW portfolio of four Ontario wind projects: the Springwood Project, the Whittington Project, the Napier Project and the Sumac Ridge Project from wpd Europe GmbH (wpd). MUFG Bank, Ltd., is acting as administrative agent for the credit facility and MUFG Union Bank, N.A., is acting as collateral agent.
Deal: Canada Infrastructure Bank $407.5 million loan to create additional irrigable acres in Alberta
Closing date: December 21, 2020
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Firms involved:
Osler, Hoskin & Harcourt LLP advised Canada Infrastructure Bank.
Legal team: Dana Saric, Chris Bennett (financial services), Frank Turner, Allan Morgan (corporate), Sander Duncanson (regulatory, environmental, Aboriginal and land), Paula Olexiuk (construction and infrastructure), Shawn Denstedt, Brad Wall (special advisors), Luke Stretch (real estate).
MMH Lawyers LLP acted for the Special Purpose Vehicle.
Norton Rose Fulbright Canada LLP also acted for the Special Purpose Vehicle.
Legal team: Doug Buchanan (lead lawyer), Lincoln Mitchell, Lara Mason, Mathew Longstaff, Ryan Taylor
Witten LLP and the government of Alberta’s irrigation districts internal lawyer acted for the province of Alberta.
On October 9, 2020, Canada Infrastructure Bank announced its intention to provide $407.5 million in funding to a Special Purpose Vehicle (SPV) supported by the province of Alberta and eight irrigation districts to create more than 200,000 additional irrigable acres. The funding for the initiative was in total $815 million with the province providing a grant of $244.5 million and the irrigation districts investing in aggregate $163 million. The deal reached financial close on Dec. 21, 2020. The funding will be put towards a series of irrigation projects that will build new irrigation infrastructure and increase water storage capacity in southern Alberta.
Deal: Queen Elizabeth Way (QEW) / Credit River Improvement Project financial closure
Closing date: December 15, 2020
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Firms involved:
Gowling WLG advised Infrastructure Ontario and the Ministry of Transportation Ontario in connection with the project.
Legal team: Merie-Anne Beavis, Lindsay Wong, Jessica Ho-Wo-Cheong
Osler, Hoskin & Harcourt LLP advised EllisDon Capital Inc. and Coco Paving Inc.
Legal team: Chris Bennett (financial services), Tobor Emakpor (commercial), Roger Gillott (litigation), Tom Budziakowski, Elizabeth Mpermperacis (financial services)
McCarthy Tétrault LLP acted for the lenders.
Legal team: Morgan Troke, Ailbish Bruchet, Xinya Wang
Infrastructure Ontario (IO) and the Ministry of Transportation Ontario (MTO) awarded a fixed-price contract of $313.8 million to EllisDon Capital Inc. and Coco Paving Inc., members of the EDCO consortium (EDCO), to design, build and finance the QEW / Credit River Improvement Project. The project is being delivered through IO’s design, build and finance Public-Private Partnership (P3) model. The project involves the construction of a new twin bridge north of the existing Credit River Bridge and the rehabilitation of the existing Credit River Bridge, in addition to widening and improving the QEW and improvements to a nearby interchange and overpass.
Deal: Ontario’s accelerated build pilot program for construction of long-term care homes
Closing date: December 2020
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Firm involved:
Fasken Martineau DuMoulin LLP’s construction group, engaged on a joint retainer basis by the three Hospitals involved in the project and by Infrastructure Ontario, assisted with the drafting and negotiation of the construction management contract and with the project management on an expedited time basis.
Legal team: Marty Emmons (lead lawyer), Robert Iaccino, Jennifer Parker, Tom Barlow, Zackary Burashko
The Ontario government embarked on an accelerated build long-term care construction project, which involved the construction of four 320-bed long-term care homes on an accelerated build basis at sites located at three separate Hospitals in the Greater Toronto Area. This project involved an innovative procurement process involving a Request for Qualifications for Standing Offer Agreement (“RFQSO”) and the negotiation with various potential construction managers/contractors of a unique form of construction management contract involving the provision of design services by the construction manager. The transaction is valued at over $50 million.
Deal: New Mental Health and Addictions Facility project in St. John’s
Closing date: September 2020
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Firms involved:
Torys LLP acted for the government of Newfoundland and Labrador and the Eastern Regional Health Authority as the public authorities for the New Mental Health and Addictions.
Legal team: Mark Bain, Dan Ford, Josh Van Deurzen, Michael Jack
Davies Ward Phillips & Vineberg LLP advised the winning consortium, Avalon Healthcare Partnership, in relation to the design, construction, financing and maintenance of the new facility.
Legal team: William Buchner (lead lawyer), Simone Nash, Harrison Nemirov
Osler, Hoskin & Harcourt LLP advised the Marco/Cahill Mental Health Partnership.
Legal team: Joel Heard (construction)
Fasken Martineau DuMoulin LLP advised the funders to the winning consortium in relation to the design, construction, financing and maintenance of the new facility.
Legal team: Brian Kelsall (lead lawyer), Ella Plotkin, Marc Lefler, Sean Morley, Zackary Burashko
The New Mental Health and Addictions Facility project in St. John’s in Newfoundland and Labrador adds to the existing Health Sciences Centre campus and includes a 240,000 square-foot, six-storey, 102-bed hospital, a new 60-bed hostel to replace the Agnes Cowan Hostel and a parking garage with space for 1,000 vehicles. The estimated net present value of the new hospital contract is $330 million.
Deal: OPTrust and Kineticor Resource Corp. project financing of $1.5-billion Cascade Power Project
Closing date: August 28, 2020
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Firms involved:
Bennett Jones LLP represented OPTrust.
Legal team: Vivek Warrier, Denise Bright, Ashley White, Megan Ollivier, Kathryn Shaw
Torys LLP represented Cascade Power Project Limited Partnership.
Legal team: Scott Kraag (lead lawyer), Milosz Zemanek (project finance), Chris Christopher (M&A), Ian Gordon, Amy Maginley, Vidushi Hora, Collin Intrater, Jessie Mann (corporate/energy), Simon Williams, Yinka Olusoga, Brianna Cowling (debt finance), Andrew Bedford (real estate), Craig Maurice (tax), Gino Bruni (regulatory)
Osler, Hoskin & Harcourt LLP advised Kineticor Resource Corp.
Legal team: Lorne Carson (lead lawyer), Allan Morgan (corporate), Elliot Smith (commercial),
Martin Ignasiak (regulatory, environmental, Aboriginal and land), Dana Saric (financial services)
Stikeman Elliott LLP acted for the Alberta Indigenous Opportunities Corporation.
Legal team: Leland Corbett, Amy Nugent, Cheryl Rea, Alain Saint-Onge
McCarthy Tétrault LLP acted for ATB as lenders to McLeod River Power Group LP, the partnership formed between OPTrust, Kineticor and the Indigenous communities.
Legal team: James-Scott Lee, Christina Grimes, Audrey Bouffard-Nesbitt
McCarthy Tétrault LLP also acted for the senior secured lenders providing project financing to Cascade Power Project Limited Partnership.
Legal team: Stephen Furlan, Joseph Palin (co-lead counsel), Lynn Parsons, Trevor Morawski, Candace Pallone, Genevieve Loxley (financial services), Seán C. O'Neill, Brian Bidyk, Zachary Masoud, Etienne Ravilet Guzman, Firuz Rahimi, Kimberly Howard, Jamie Gibb (power), Mark Christensen, David Meier (real estate), Anca Neacsu, Scott Chalmers (infrastructure)
Davies Ward Phillips & Vineberg LLP was counsel for Axium Infrastructure.
Legal team: Anthony Spadaro, Nicholas Williams, Marc Pontone, Sarah Powell, Christopher Anderson, Marc André Gaudreau Duval
DLA Piper (Canada) LLP acted for DIF Capital Partners.
Legal team: Andrew Burton, Mike Styczen, Veronica Monteiro, Catherine Gibson, Andrew McFarlane, Catherine Pawluch, Alex Sibley, Natasha Rana, Matthew Pollock, Lauren Storwick, Mitchell Smith, Prasad Taksal
Miller Thomson LLP (Calgary) represented Backwoods Energy Services.
Legal team: Ken Phillips, Aimee Halfyard, Shashi Malik (corporate/M&A), Michael Morcom, Kyle Cadieux (financial services).
Duncan Craig LLP (Edmonton) acted for Alexis Nakota Sioux Nation and Indigenous Community Syndicate Limited Partnership.
Witten LLP acted for Enoch Cree Nation and Kehewin Cree Nation led by Keltie Lambert.
Biamonte LLP acted for O’Chiese First Nation and Paul First Nation led by Brian Brendzan.
Bailey & Wadden LLP acted for Whitefish Lake First Nation led by Ian Bailey.