Carrie B.E. Smit
Carrie B.E. Smit
Partner at Goodmans LLP
(416) 597-4230
(416) 979-1234
333 Bay St, Suite 3400, Bay Adelaide Ctr, W Twr, Toronto, ON
Year called to bar: 1992 (ON)
Partner. Practice focuses on corporate transactions, cross-border mergers, debt financings, debt restructurings and private equity investments. Recipient of the 2022 OBA Award for Excellence in Taxation Law and the 2021 Douglas J. Sherbaniuk Distinguished Writing Award by the Canadian Tax Foundation. Named “Toronto Tax Lawyer of the Year” in 2016 and 2018 by Best Lawyers in Canada and recipient of the “Best in Tax Award” at the 2012 Euromoney Americas Women in Business Law Awards. Recognized as a leading tax lawyer by Chambers Global, Chambers Canada, The Legal 500 Canada, The Canadian Legal Lexpert Directory, The Lexpert/ALM Guide to the Leading 500 Lawyers in Canada, Best Lawyers in Canada, Euromoney’s Guide to the World’s Leading Tax Advisors and Guide to the World's Leading Women in Business Law, Law Business Research’s Who’s Who Legal: Canada and International Tax Review’s Women in Tax Leaders. Vice-chair of the CPA/CBA Joint Committee on Taxation, and member of the Council of IFA Canada. A former Governor and member of the Executive Committee of the Canadian Tax Foundation. LLB, 1990, Gold Medalist; Ontario Bar, 1992.
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CanWel Building Materials Group Ltd. (CanWel or the Company) (TSX:CWX) completed a $60 million bought deal offering of senior unsecured notes of the Company. The offering was underwritten by a syndicate of underwriters led by National Bank Financial Inc., and included GMP Securities L.P., Canaccord Genuity Corp., CIBC World Markets Inc., Raymond James Ltd., RBC Dominion Securities Inc., and Haywood Securities Inc. The notes trade on the Toronto Stock Exchange under the symbol CWX-NT.A. The net proceeds of the offering are expected to be used for the repayment of bank debt and for general corporate purposes.
Concordia International Corp. (“Concordia” or the “Company”) (TSX: CXR), an international specialty pharmaceutical company focused on becoming a leader in European specialty, off-patent medicines, completed the recapitalization of approximately US$4 billion of secured and unsecured debt in September 2018 pursuant to a plan of arrangement (the “CBCA Plan”) under the Canada Business Corporations Act (“CBCA”).
On January 30, 2018, Refresco Group N.V. (Euronext:RFRG) completed its US$1.25-billion cash acquisition of Cott Corp.’s (NYSE:COT; TSX:BCB) bottling activities (Cott Beverages). The transaction was announced in July 2017.
Morneau Shepell Inc. (TSX: MSI) (Morneau Shepell or the Company) acquired all of the outstanding shares of LifeWorks Corporation Ltd. (LifeWorks) for a total purchase price of approximately $426 million, payable in cash and Morneau Shepell shares.
On May 31, 2018, an affiliate of Fairfax Financial Holdings Ltd. (Fairfax) acquired all of the share capital and business of Toys “R” Us (Canada) Ltd. Toys “R” Us (Canada) Ltee (Toys Canada) for a purchase price of $300 million subject to certain working capital adjustments. The share transaction, which was completed in connection with Toys Canada’s emergence from restructuring proceedings under the Companies’ Creditors Arrangement Act (the CCAA) and Chapter 11 of the U.S. Bankruptcy Code, has enabled Toys Canada to continue as a going concern without compromising creditor claims and preserved Toys Canada’s position as Canada’s leading toy and baby retailer.
Ceridian HCM Holding Inc. (Ceridian), a global human capital management software company, completed its initial public offering of 24,150,000 shares of common stock, which included 3,150,000 shares of common stock issued pursuant to the exercise by the underwriters of their over-allotment option. The offering was priced at US$22.00 per share, resulting in gross proceeds of US$631,300,000 when combined with the concurrent US$100.0 million private placement and before deducting underwriting discounts and commissions and other offering expenses payable by Ceridian.
RGL Reservoir Management Group Inc. and its subsidiaries (RGL), implemented a recapitalization transaction pursuant to a plan of arrangement under the Canada Business Corporations Act.
On June 30, 2017, Stelco Inc. (Stelco), formerly U.S. Steel Canada Inc., emerged from Companies’ Creditors Arrangements Act (CCAA) proceedings through the implementation of a CCAA plan. This involved the compromise of more than $2 billion of debt and the restructuring of approximately $2 billion of pension and benefit obligations.
Enbridge Inc. (TSX:ENB)(NYSE:ENB) (Enbridge) completed its stock-for-stock transaction with Spectra Energy Corp (NYSE:SE) (Spectra Energy), creating North America’s largest energy infrastructure company with an enterprise value of approximately $165 billion. The transaction valued Spectra Energy’s common stock at approximately $37 billion and is the largest foreign acquisition ever completed by a Canadian company.
On October 5, 2016, Postmedia Network Canada Corp. (PNCC) (TSX:PNC.A, PNC.B) and Postmedia Network Inc.’s (“PNI” and together with PNCC, the “Company” or “Postmedia”) completed a recapitalization transaction.
CanWel Building Materials Group Ltd. (CanWel) completed its acquisition of Jemi Fibre Corp. (Jemi) by way of court approved plan of arrangement.
Aurcana Corporation (Aurcana), a Vancouver-based, silver producing company that owns the Shafter Silver Project, a silver deposit located in Texas, US, completed a restructuring transaction pursuant to which all of Aurcana’s secured debt obligations to Orion Mine Finance (Master) Fund I L.P., as lender, under Aurcana’s amended and restated senior secured credit facility dated April 29, 2014, were extinguished in exchange for Aurcana’s Mexican operations.
Cline Mining Corporation (Cline), a publicly-traded Toronto-based mining and resources company, completed a recapitalization and refinancing transaction, which included the conversion of $110 million of secured debt into new common shares representing 100 per cent of the equity in Cline, the issuance of $55 million of new secured debt and the settlement of significant class action claims under The US Worker Adjustment and Retraining Notification Act (US Warn Act).
On July 2, 2015, Data & Audio-Visual Enterprises Wireless Inc., operating as “Mobilicity”, was acquired by an affiliate of Rogers Communications Inc. in a transaction valued at $465 million. Mobilicity, a Canadian wireless telecommunications carrier, commenced creditor protection proceedings under the Companies’ Creditors Arrangement Act in September 2013. The transaction offered significant value to Mobilicity’s creditors and allowed Mobilicity to emerge from creditor protection as a going concern. The transaction ensures certainty of service for Mobilicity customers on the Rogers network and also results in Rogers gaining significant spectrum capacity in new markets which provides faster speeds and better quality for all Rogers customers. The transaction was subject to government and court approvals and was completed on July 2, 2015.
CanWel Building Materials Group Ltd. (CanWel) completed the acquisition of California Cascade Industries (CCI) and its private placement of 8,050,000 subscription receipts for gross proceeds of $40,250,000 pursuant to a bought deal underwritten by a syndicate of underwriters.
Postmedia Network Inc. (Postmedia) completed the acquisition of Sun Media Corporation’s (Sun Media) English language newspapers and speciality publications, as well as digital properties including the Sun chain of dailies, consisting of The Toronto Sun, The Ottawa Sun, The Winnipeg Sun, The Calgary Sun and The Edmonton Sun, as well as The London Free Press and the free 24 Hours dailies in Toronto and Vancouver, from Quebecor Media Inc. (the Sun Media Acquisition).
Arcan Resources Ltd. (Arcan), a corporation principally engaged in the exploration, development and acquisition of oil and natural gas in western Canada, completed an exchange of its $171.25 million convertible unsecured subordinated debentures into common shares of Arcan.
OMERS Private Equity (OPE), the private equity investment arm of OMERS, one of Canada’s largest pension funds completed the sale of Canadian healthcare IT company Logibec Inc. to US private equity firm GI Partners. Financing was provided by Macquarie Corporate and Asset Finance Lending. The acquisition price was undisclosed.
Advent International, one of the largest and most experienced global firms dedicated to private equity acquired an approximate 14 per cent stake in lululemon athletica inc. from lululemon founder Dennis “Chip” Wilson for US$845 million on September 9, 2014. In connection with the transaction, Advent, lululemon and Mr. Wilson entered into a support agreement relating to certain governance matters.