Jerald M. Wortsman
Jerald M. Wortsman
Partner at Torys LLP
(416) 865-7384
(416) 865-7380
79 Wellington St W, Suite 3000, Box 270, TD Ctr, Toronto, ON
Year called to bar: 1991 (ON)
Specializes in domestic and international corporate tax planning, with an emphasis on mergers & acquisitions, reorganizations and corporate finance. Has particular experience advising domestic and foreign financial institutions. Has advised on a number of Canadian and cross-border acquisitions, divestitures and restructurings, and a number of inbound and outbound investments and multinational group structures. Also advised on the structuring and issuance of various financial instruments and other capital markets activity. Frequent lecturer and author of several papers on a range of tax topics. Ontario Bar, 1991. LLB, 1989, University of Toronto.
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Kissner Group Holdings LP completed its $2 billion sale of Kissner to Stone Canyon Industries Holdings LLC on Mar. 16, 2020
Kissner Group Holdings LP (“Kissner”) completed its acquisition of NSC Minerals Ltd. (“NSC”), a market-leading provider of salt products in Western Canada and the North Central United States, from an investor group led by Altas Partners.
On August 31, 2018, the Government of Canada indirectly acquired the Trans Mountain Pipeline system and the Trans Mountain Expansion Project (TMEP), through Trans Mountain Corp. (a subsidiary of the Canada Development Investment Corp. (CDEV)) from a subsidiary of Kinder Morgan Canada Ltd. (KML) for cash consideration of $4.5 billion.
On March 28, 2018, Platinum Equity Capital Partners IV (Platinum Equity) completed the acquisition of Husky Injection Molding Systems (Husky) from Berkshire Partners and OMERS Private Equity for $4.95 billion (US$3.85 billion). Based in Bolton, Ont., Husky is a global supplier of highly engineered injection molding equipment and services for the plastic injection molding equipment industry, and a leading provider of PET systems, hot runners, aftermarket tooling, medical molds and specialty closure molds.
On November 21, 2017, Manulife Financial Corporation (Manulife) completed an offering in Singapore of SGD 500-million principal amount of 3.00 per cent subordinated notes due November 21, 2029 (the Notes). The Notes will bear interest at a fixed rate of 3.00 per cent until November 21, 2024, and thereafter at a rate of 0.832 per cent over the prevailing five-year SGD Swap Rate.
On October 2, 2017, Ontario Power Generation Inc. (OPG) completed its offering of $500,000,000 principal amount of 3.315-per-cent Medium-Term Notes Due October 4, 2027 (Series 1). This was OPG’s first offering under its medium-term note program, established pursuant to its short form base shelf prospectus dated September 12, 2017.
On July 17, 2017, Norgine B.V., a European specialist pharmaceutical company, acquired all issued and outstanding shares of Merus Labs International Inc. (Merus), pursuant to a plan of arrangement for $1.65 per common share in cash, including the assumption of all debt obligations, for a total enterprise value of approximately $342 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 March 4, 2016, Manulife Financial Corporation (Manulife) completed a public offering in the United States of US$1.75 billion aggregate principal amount of two series of its senior notes consisting of US$1.0 billion aggregate principal amount of 4.150 per cent senior notes due 2026 and US$750 million aggregate principal amount of 5.375 per cent senior notes due 2046.
On November 5, 2015, Hydro One Limited, the largest electricity transmission and distribution company in Ontario, announced the closing of its initial public offering by way of secondary sale pursuant to which the Province of Ontario offered 81,100,000 common shares at $20.50 per share for total gross proceeds to the Province of approximately $1.66 billion. This was the biggest Canadian IPO in the last 15 years.
On October 8, 2015, TorQuest Partners, through a wholly owned acquisition vehicle, successfully acquired from Sentinel Capital Partners, together with the other shareholders of Spinrite Acquisition Corp. (Spinrite), all of the outstanding shares of Spinrite, following the completion of a reorganization of Spinrite.
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.
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.
Stornoway Diamond Corporation announced that it had closed its previously announced financing transactions with US private equity firm Orion Mine Finance, Investissement Québec (through its wholly owned subsidiaries Diaquem Inc. and Resources Québec) (“RQ”), and the Caisse de dépôt et placement du Québec to fund the construction of the Renard Diamond Project, Quebec’s first diamond mine.
Gluskin Sheff + Associates Inc. acquired all of the outstanding shares of Blair Franklin Asset Management Holdings Inc., the parent company of Blair Franklin Asset Management Inc. for approximately $70 million in cash and stock.
Spear Street Capital LLC and its affiliates acquired the interests of BlackBerry Limited and its affiliates in the majority of BlackBerry’s real estate holdings in Canada located in Waterloo, Cambridge, Mississauga and Ottawa, Ontario, for approximately $305 million.
Glencore plc acquired Calgary-based Caracal Energy Inc. through a wholly owned subsidiary by way of a plan of arrangement for an all cash consideration of approximately $1.48 billion.
On December 6, 2011, Manulife Financial Corporation issued $200 million of Non-cumulative Rate Reset Class 1 Shares Series 5.
On January 26, 2009 TD Capital Trust IV, a subsidiary of The Toronto-Dominion Bank, completed a public offering of $550,000,000 principal amount of 9.523 per cent TD Capital Trust IV Notes-Series 1 due June 30, 2108 and $450,000,000 principal amount of 10 per cent TD Capital Trust IV Notes-Series 2 due June 30, 2108.
On September 17, 2008, TD Capital Trust III, a subsidiary of The Toronto-Dominion Bank (TDBFG), completed a $1 billion public offering of TD Capital Trust III Securities – Series 2008 (TD CaTS III).
BC-based Hot House Growers Income Fund, a producer of greenhouse tomatoes and sweet bell peppers completed a $70.7 million initial public offering of trust units through a syndicate of underwriters co-led by TD Securities Inc. and RBC Dominion Securities Inc., and included National Bank Financial, HSBC Securities (Canada) Inc., Canaccord Capital Corp. and Raymond James Ltd.
Burnaby, B.C.-based Gateway Casinos Income Fund, one of the largest casino operators in Western Canada, completed a $106 million initial public offering of trust units through a syndicate of underwriters led by Scotia Capital Inc., and including BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and National Bank Financial Inc.
OMERS completed, on December 4, 2002, its first transaction accessing the capital markets by raising $500 million.