66 Wellington St W, Suite 5300, TD Bank Twr, Toronto, ON
Year called to bar: 1983 (ON)
Practice focuses on corporate finance, debt financings, restructurings, project finance, and financial institution regulation. Acts for major financial institutions, public-sector pension funds, large institutional investors, and major corporates in relation to their capital market activities, regulatory affairs, and various credit and financial restructuring matters. Acting for major market participants in Canadian derivative reform. Acted in 2017 for the lenders to Home Capital on its $2 billion emergency liquidity facility. Acted for GE Capital on its various Canadian dispositions in 2015/2017. Acted in 2014–2017 on numerous Non-Viability Contingent Capital offerings by Canadian banks. Acted in 2015 and 2017 for the underwriters on over $7 billion Muskrat Falls bond financing. Acted for Bruce Power in 2016–2017 on over $3 billion newly established debt platform. Acted for the big five Canadian banks in the $32 billion third-party, non-bank asset-backed commercial paper restructuring. In 2020, acted for the dealers on the first Limited Recourse Capital Note offering by Royal Bank of Canada and on numerous follow-on offerings by other Canadian banks. In 2020, acted for an OMERS entity on over $5 billion of debt offerings in the domestic and global capital and bank markets.
As part of the continuing transformation of its business since its spin-off from Element Financial, Steve Hudson’s ECN Capital Corp. [TSX: ECN] completed the acquisition of Triad Financial Services in December 2017 and sold its Canadian commercial and vendor finance business to Canadian Western Bank in January 2018.
On September 16, 2016, Industrial Alliance Insurance and Financial Services Inc. (“Industrial Alliance”) completed the offering of $400-million aggregate principal amount of 3.30 per cent Fixed/Floating Subordinated Debentures due September 15, 2028.
Bruce Power L.P. has established a program providing for the offering and issuance of an unlimited aggregate principal amount of senior unsecured notes. In conjunction therewith, on June 23, 2016, Bruce Power L.P. issued $600,000,000 aggregate principal amount of Series 2016-1 Senior Unsecured Notes, due June 23, 2021, and $400,000,000 aggregate principal amount of Series 2016-2 Senior Unsecured Notes, due June 23, 2026.
On March 31, 2016, Canadian Western Bank (CWB) completed a public offering of 5,600,000 non-cumulative 5-year rate reset First Preferred Shares Series 7 (Non-Viability Contingent Capital (NVCC)) (the Series 7 Preferred Shares), at a price of $25 per share to raise gross proceeds of $140 million.
On April 1, 2016, Corus Entertainment Inc. acquired the business of Shaw Media Inc. from Shaw Communications Inc. This acquisition more than doubled Corus’ size, creating a combined portfolio of brands that encompass 45 specialty television services, including leading women and lifestyle, kids, family and general entertainment brands; 15 conventional television channels; 39 radio stations; a global content business; book publishing; and a growing portfolio of digital assets.
On December 3, 2015, Bruce Power L.P. (Bruce Power) and the Independent Electricity System Operator (the IESO) entered into the Amended and Restated Bruce Power Refurbishment Implementation Agreement (the ARBPRIA) to extend the operating life of the Bruce Power facility to 2064.
On December 14, 2015, Guardian Assurance Limited (Guardian Assurance) completed the sale of its 19 per cent interest in E-L Financial Services Limited (ELFS), the parent company of The Empire Life Insurance Company (Empire Life), to E-L Financial Corporation Limited (E-L Financial) for $200 million. As a result of this sale, E-L Financial will own 100 per cent of ELFS, which owns 98.3 per cent of The Empire Life Insurance Company.
On July 29, 2015, Bank of Montreal completed its domestic public offering of Non-Cumulative Perpetual Class B Preferred Shares, Series 35 (Non-Viability Contingent Capital (NVCC)) (Preferred Shares Series 35).
On February 23, 2015, Industrial Alliance Insurance and Financial Services Inc. (Industrial Alliance) completed the offering of $250 million aggregate principal amount of 2.64 per cent Fixed/Floating Subordinated Debentures due February 23, 2027.
The Manufacturers Life Insurance Company (MLI) issued $500 million aggregate principal amount of subordinated debentures.
The 2.64 per cent fixed/floating subordinated debentures, which are due January 15, 2025, and are guaranteed by Manulife Financial Corporation on a subordinated basis, were offered through a syndicate of dealers co-led by RBC Capital Markets, BMO Capital Markets and TD Securities and which included CIBC World Markets Inc., Scotia Capital Inc., Merrill Lynch Canada Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Canaccord Genuity Corp., Laurentian Bank Securities Inc. and Manulife Securities Incorporated.
The Manufacturers Life Insurance Company, a wholly-owned subsidiary of Manulife Financial Corporation, acquired the holding company of The Standard Life Assurance Company of Canada and Standard Life Investments Inc. from Standard Life plc in consideration for a payment of CAD$4 billion in cash.
Manulife Financial Corporation issued $200 million of Non-cumulative Rate Reset Class 1 Shares Series 11. The Preferred Shares were issued to the public at a price of $25.00 per Preferred Share and holders will be entitled to receive non-cumulative preferential quarterly dividends as and when declared by the board of directors of Manulife, to yield 4.00 per cent annually commencing on the closing date and ending on, and including, March 19, 2018.