Gabrielle M.R. Richards
Gabrielle M.R. Richards
(416) 601-7766
(416) 868-0673
66 Wellington St W, Suite 5300, TD Bank Twr, Toronto, ON
Year called to bar: 1982 (ON)
Partner in the firm’s Toronto office. Practice focuses on the tax implications of mergers & acquisitions, corporate reorganizations, and corporate finance, as well as other general corporate tax matters. Frequent speaker on taxation matters. Past Adjunct Professor at Osgoode Hall Law School of York University. Past Chair of the Canadian Tax Foundation. Recognized as a leading lawyer in her field by numerous publications, including Chambers Global: World’s Leading Lawyers for Business (2007–2021), Chambers Canada (2016–2021), The Canadian Legal Lexpert® Directory (2015–2020), Lexpert® Special Edition – Finance and M&A (2020), Guide to the World’s Leading Tax Advisers, and The Best Lawyers in Canada (2015; 2021). Recognized as one of “Canada’s Most Powerful Women: Top 100” by the Women’s Executive Network in 2009. Listed among Canada’s top 25 women lawyers, featured in Lexpert® Magazine (September 2003). Has chaired and participated in many conferences and seminars on taxation matters, including Canadian Tax Foundation, Canadian Bar Association, and American Bar Association conferences. Former member of the Joint Committee on Taxation of the Canadian Bar Association and the Canadian Institute of Chartered Accountants. Admitted to the Ontario Bar in 1982.
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On September 24th, 2019, iA Financial Corporation Inc. (iA Financial Corporation) completed a public offering of C$400m principal amount of 3.072% fixed/floating subordinated debentures due September 24, 31 (the Debentures).
Northland Power Holdings Inc. and related shareholders completed a secondary offering, including an over-allotment option, consisting of 36,938,000 common shares of Northland Power Inc. at a price of $23.35 per common share
On January 10, 2019, a consortium consisting of Air Canada, Toronto-Dominion Bank (“TD”), Canadian Imperial Bank of Commerce (“CIBC”) and Visa Canada Corp. (“Visa”) announced the successful closing of its purchase of Aimia Canada Inc., owner and operator of the Aeroplan Loyalty Business, from Aimia Inc.
On March 7, 2018, Industrial Alliance Insurance and Financial Services Inc. (iA Financial Group) completed a bought deal public offering of 2,500,000 Common Shares (the Common Shares) and a concurrent bought deal public offering of 6,000,000 Non-Cumulative 5-Year Rate Reset Class A Preferred Shares Series I (the Series I Preferred Shares).
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 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.
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.
On July 7, 2016, Canadian Western Bank (CWB) closed its domestic public offering of 6,125,000 common shares at a price of $24.50 per share to raise gross proceeds of approximately $150 million.
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 February 19, 2016, Shaw Communications completed an offering of $300 million aggregate principal amount of senior notes. The senior notes were made available in Canada under Shaw’s previously filed short form base shelf prospectus.
On February 16, 2016, The Empire Life Insurance Company (the Corporation or Empire Life) issued $130 million of Non-Cumulative Rate Reset Preferred Shares, Series 1 (the Series 1 Preferred Shares).
On November 20, 2015, The Manufacturers Life Insurance Company (MLI) issued $1 billion aggregate principal amount of subordinated debentures.
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).
The Manufacturers Life Insurance Company (MLI) issued $350 million aggregate principal amount of subordinated debentures.
On May 20, 2015, BCE Inc. (BCE) and Rogers Communications Inc. (Rogers) completed their acquisition of GLENTEL Inc. (GLENTEL), a Canadian-based multi-carrier mobile products distributor.
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.
On March 10, 2015, The Manufacturers Life Insurance Company (MLI) issued $750 million aggregate principal amount of subordinated debentures.
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, 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 10 million Non-cumulative Rate Reset Class 1 Shares Series 19, at a price of $25 per share to raise gross proceeds of $250 million.
Thomson Reuters Corporation closed its previously announced offering of $550 million (approximately US$483 million) principal amount of 3.309 per cent notes due 2021.
ORBCOMM Inc., a global provider of Machine-to-Machine (M2M) solutions, completed the acquisition of SkyWave Mobile Communications Inc., the largest M2M service provider on the Inmarsat global L-band satellite network for approximately US$130 million. SkyWave, an Ottawa-based company, will add more than 250,000 subscribers, 400 channel partners, and annualized revenues of over $60 million to ORBCOMM.
Fairfax Financial Holdings Limited, through a wholly-owned subsidiary, acquired Pethealth Inc. on November 14, 2014. The acquisition was effected under a statutory plan of arrangement of Pethealth pursuant to which holders of Pethealth common shares received $2.79 in cash per each common share and holders of Pethealth preferred shares received $2.79 in cash per each preferred share plus all accrued and unpaid dividends up to, but excluding, the effective date of the plan of arrangement. The transaction was valued at approximately $100 million.
News Corp., through its subsidiary HarperCollins Publishers, acquired Harlequin Enterprises Limited from Torstar Corporation for $455 million in cash, subject to certain adjustments.
Element Financial Corporation (TSX: EFN) completed its largest acquisition to date with the $570-million purchase of the assets comprising GE Canada's fleet leasing business. GE Canada's fleet vehicle portfolio consists of 650 regionally diversified customers and integrated fleet management services for vehicle and light and medium truck financings. As part of the acquisition, Element also entered into a strategic alliance agreement with GE Capital Fleet Services in the US pursuant to which the companies will collaborate primarily on the pursuit of Canadian/US cross-border fleet management opportunities.
CARDS II Trust completed a sale of Series 2013-1 1.984 per cent Credit Card Receivables Backed Class A Notes in the amount of $1,000,000,000 (the “Class A Notes”) and Series 2013-1 2.784 per cent Credit Card Receivables Backed Class B Notes in the amount of $69,591,000.
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.
On May 18, 2010, Golden Credit Card Trust completed a public offering.
On May 21, 2010, CARDS II Trust completed two issuances of credit card receivables backed notes totalling $1.152 billion.
On April 25, 2008, Golden Credit Card Trust completed a public offering.
On October 14, 2004, CARDS II Trust completed an issue of $1.392 billion of asset-backed notes.
Golden Credit Card Trust completed a public offering of $950 million 4.159 per cent credit card receivable-backed senior notes, series 2003-1, and $50 million 5.069 per cent credit card receivable-backed subordinated notes, series 2003-1.