79 Wellington St W, Suite 3000, Box 270, TD Ctr, Toronto, ON
Year called to bar: 1987 (ON)
Managing partner of the New York Office. Focus on M&A and capital markets. Advised on more than 200 high-profile capital markets transactions. Lead advisor to Fairfax Financial on their M&A mandates, going private transactions, strategic investments and capital markets transactions. Led the Goldman Sachs sale of Alliance Films to eONE and the first cross-border bond offering by a First Nation enterprise in Canada. Advised Cognos on its strategic review process, leading to the sale to IBM. Advises companies on corporate governance and securities compliance matters. Counsel to special committees of boards of directors. Lectured and published articles on stockholder activism, poison pills, cross-border debt offerings, the multijurisdictional disclosure system, corporate governance and shareholder arrangements. Ontario Bar, 1987. LLB, 1985, University of Western Ontario.
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.
On August 31, 2017, AGT Food and Ingredients Inc. (AGT) and Fairfax Financial Holdings Limited, through certain subsidiaries (collectively, Fairfax) closed their previously announced transaction, pursuant to which Fairfax agreed to invest $190 million in AGT in exchange for the issuance by AGT of 5.375-per-cent interest-bearing securities and common share purchase warrants.
On July 6, 2017, Logistec Corporation (Logistec), a marine and environmental services provider, completed the acquisition of 51 per cent of all of the issued and outstanding voting shares of Fer-Pal Construction Ltd. (Fer-Pal). The purchase price comprised of a cash payment of $41.5 million and the issuance of 230,747 Class B subordinate voting shares in the share capital of Logistec.
On June 18, 2015, Alltech, Inc. completed its acquisition of all of the outstanding common shares of Ridley Inc., by way of a plan of arrangement, for approximately $521 million. Before its acquisition, Ridley was publicly traded on the Toronto Stock Exchange and was one of the largest commercial animal nutrition businesses in North America. With the completion of the acquisition, the combined company is a global leader is animal health and nutrition with annual revenues in excess of US$1.6 billion and a presence in 128 countries with 77 manufacturing facilities and approximately 4,200 employees globally.
On April 10, 2015, Cara Operations Ltd., Canada’s largest full service restaurant company, completed its $200 million initial public offering. Cara sold 8.7 million subordinate voting shares for $23 each and now trades on the Toronto Stock Exchange under the symbol CAO.