John G. Lorito
John G. Lorito
(416) 869-5272
(416) 947-0866
199 Bay St, Suite 5300, Commerce Court West, Toronto, ON
Year called to bar: 1987 (ON)
John Lorito is Head of the Tax Group and a member of the Management Committee in the Toronto office. His practice focuses on general income tax, with particular emphasis on corporate reorganizations, mergers & acquisitions, investment funds, REITs and international tax planning. He has also acted as counsel on federal and provincial income tax appeals before the Federal Court of Appeal and the Ontario Court (General Division). John was previously an adjunct professor teaching Corporate Tax at the University of Toronto and a lecturer teaching the Advanced Tax Planning course at Western University. He has been a seminar leader in the Business Law Section of the Ontario Bar Admission course and In-Depth Tax course of the Canadian Institute of Chartered Accountants (CICA). He has served on the faculty of the Customs Duty and International Trade Course sponsored by the CICA and the Canadian Importers Association and on the Advisory Committee for the CICA’s annual symposium. John is a member of the Canadian Bar Association (Taxation Law Section), Canadian Tax Foundation, American Bar Association and International Fiscal Association.
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On April 2, 2019, ZCL Composites Inc. (TSX: ZCL) and Shawcor Ltd. (TSX: SCL) completed its $312 million statutory plan of arrangement under the Canada Business Corporations Act whereby Shawcor Ltd. acquired all the issued and outstanding common shares of ZCL Composites Inc. for $10.00 per common share payable in cash.
On November 30, 2018, Essar Steel Algoma Inc. (“ESAI”) concluded its comprehensive restructuring under the Companies’ Creditors Arrangement Act by way of the sale of substantially all of its assets to Algoma Steel Inc. (“ASI”).
On February 1, 2019, a company owned by Vertu FX Limited Partnership (“Vertu”), BDC Capital Inc. (“BDC”) and certain members of the Firmex executive management team completed the acquisition of Firmex Holdings Inc.
On May 10, 2018, First Majestic acquired all of the issued and outstanding common shares of Primero Mining Corp. (Primero) and shareholders of Primero received 0.03325 First Majestic shares for each share of Primero held pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia).
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 December 21, 2017, Cannabis Strategies Acquisition Corp. (CSAC), and Mercer Park CB, LP as sponsor, completed the initial public offering of Class A restricted voting units of CSAC (including the partial exercise of the over-allotment option) for an aggregate of $134,750,000.
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 July 13, 2017, Cheung Kong Property Holdings Ltd. (CKP) completed the acquisition of Reliance Home Comfort (Reliance) from investment funds managed by Alinda Capital Partners (Alinda), for an equity purchase price of approximately $2.82 billion.
On May 26, 2017, Apax Partners (Apax), one of the world’s leading private equity investment groups, completed the sale of its remaining shares of the parent company (HCA Parent Corp.) of Garda World Security Corp. (Garda World) to Stephan Crétier, Founder, Chairman and CEO of Garda World, along with certain members of management and an entity held by investment funds affiliated with Rhône Capital (Rhone).
On May 25, 2017, Sirius XM Canada Holdings Inc. completed its statutory plan of arrangement whereby all its shares were acquired by a corporation, 2517835 Ontario Inc., owned by Slaight Communications Inc., Obelysk Media Inc. and Sirius XM Radio Inc. Sirius XM Canada Holdings also announced that it will be redeeming all of its outstanding 5.625 per cent senior unsecured notes due April 23, 2021, at a redemption price equal to 102.813 per cent of the principal amount of the Existing Notes plus accrued and unpaid interest.
On January 26, 2017, Aritzia Inc. (“Aritzia” or the “Company”) completed its secondary offering of 20,100,000 subordinate voting shares (the “Shares”) for a price of $17.45 per share (the “Offering Price”) for aggregate gross proceeds of $350,745,000 (the “Offering”).
On December 14, 2016, Tervita Corporation (“Tervita”), a leading environmental solutions provider, implemented its court-approved plan of arrangement under the Canada Business Corporations Act (the “Plan”).
On November 27, 2016, Cara Operations Limited (“Cara”), Canada’s oldest and largest full-service restaurant company, completed its acquisition of a majority ownership interest in Original Joe’s Franchise Group Inc. (“Original Joe’s”) for $93 million.
On February 7, 2017, Trilogy International Partners Inc. (formerly Alignvest Acquisition Corporation) (TSX:AQX.A)(TSX:AQX.WT) (“Trilogy”) completed its qualifying acquisition under which Trilogy effected a business combination with Trilogy International Partners LLC by way of a court approved plan of arrangement.
On December 14, 2016, Sotawall Inc. (“Sotawall”) completed the sale of substantially all of its assets to a wholly owned subsidiary of Apogee Enterprises, Inc. (“Apogee”), a leader in technologies involving the design and development of value-added glass products and services, for approximately US$135 million
On January 3, 2017, Acasta Enterprises Inc. (“Acasta”) completed its $1.2-billion qualifying acquisition of Apollo Health & Beauty Care Partnership (“Apollo”) and JemPak Corporation (“JemPak”), two of North America’s leading private-label consumer staples businesses, and Stellwagen Group (“Stellwagen”), a best-in-class commercial aviation finance advisory and asset management business, based in Ireland and the United States. Concurrent with closing, Acasta completed ...
On December 14, 2016, Just Eat plc (LSE: JE), a leading global marketplace for online food delivery, announced its completed acquisition of SkipTheDishes Inc., one of Canada’s largest online food delivery marketplaces.
On June 1, 2016, pursuant to an agreement and plan of merger dated January 18, 2016, (the “Merger Agreement”) between Waste Connections, Inc. (formerly known as Progressive Waste Solutions Ltd. (“Progressive Waste”)), Water Merger Sub LLC (“Merger Sub”) and Waste Connections US, Inc. (formerly known as Waste Connections, Inc.) (“Old Waste Connections”), Merger Sub merged with and into Old Waste Connections (the “Merger”), with Old Waste Connections surviving the Merger as a wholly owned subsidiary of Progressive Waste.
On September 2, 2016, Cara Operations Limited (“Cara”), Canada’s oldest and largest full-service restaurant company, completed its acquisition of Groupe St-Hubert Inc. (“St-Hubert”), Québec's leading full-service restaurant operator as well as fully-integrated food manufacturer, for $537 million.
On May 6, 2016, Stantec Inc. (NYSE, TSX: STN), announced that it had completed its previously announced acquisition of Broomfield, Colorado-based MWH Global, Inc. (MWH) (a global engineering, consulting and construction management firm with special expertise in water and natural resources projects built for infrastructure and the environment).
On April 1, 2016, Juniper Networks, Inc. completed its acquisition of BTI Systems Inc. by way of a plan of arrangement.
On February 24, 2016, Nasdaq, Inc. (Nasdaq), by its newly formed, wholly owned subsidiaries, Maiclair Holdings ULC and Farm Church Holdings ULC, completed the acquisition of Marketwired L.P. (Marketwired), a leading global newswire operator and press release distributor company and a portfolio company of OMERS Private Equity.
On December 7, 2015, TorQuest Partners (TorQuest) and Array Canada Inc. (Array) completed the sale of Array to funds managed by The Carlyle Group (Carlyle).
On January 15, 2016, Sprott Asset Management completed its successful hostile takeover bid to acquire all of the outstanding units of Central GoldTrust in exchange for units of Sprott Physical Gold Trust on a net asset value to net asset value basis. The transaction was valued at over $1 billion.
On February 1, 2016, GFL Environmental Inc. (GFL) completed the acquisition of the Matrec solid waste division from TransForce Inc. (TSX: TFI, OTCQX: TFIFF) for $800 million. The acquisition was funded in part by the private offering of US$300 million in aggregate principal amount of senior unsecured notes due 2021 (the Note Offering) through a syndicate of broker dealers led by Credit Suisse, BMO Capital Markets and Barclays and including Scotiabank, CIBC Capital Markets, Comerica Securities, National Bank of Canada Financial Markets and Raymond James (the Dealers).
On September 28, 2015, Emera Incorporated (Emera) completed the offering of an aggregate $1.9 billion of 4.00 per cent Convertible Unsecured Subordinated Debentures represented by Instalment Receipts on a bought deal basis.
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.
On December 17, 2015, BayBridge Seniors Housing Inc. (BayBridge), a wholly owned subsidiary of the Ontario Teachers’ Pension Plan Board, completed the acquisition of Amica Mature Lifestyles Inc. (Amica) pursuant to a statutory plan of arrangement under the CBCA for approximately $1 billion, including debt assumed.
On August 18, 2015, Diversified Royalty Corp. (DIV) completed an offering of subscription receipts. The offering raised gross proceeds of approximately $115.0 million through the issuance of 42,595,000 subscription receipts, which included 1,854,000 subscription receipts issued as a result of the underwriters electing to exercise the over-allotment option in part. The offering was conducted by a syndicate of underwriters led by Cormark Securities Inc. and including GMP Securities L.P., CIBC World Markets Inc., PI Financial Corp., Beacon Securities Limited and Paradigm Capital Inc.
On May 27, 2015, Shopify Inc. completed its initial public offering of 8,855,000 Class A subordinate voting shares at an initial offering price of US$17.00 per share, which included the exercise in full by the underwriters of an over-allotment option to purchase up to 1,155,000 additional shares, for gross proceeds of US$150,535,000.
Johnson Electric Holdings Limited, a global leader in electric motors and motion subsystems, announced on October 27, 2015, that it had completed the acquisition of Stackpole International, a leading supplier of engine and transmission pumps and powder metal components, primarily for automotive applications.
On April 21, 2015, Dundee Acquisition Ltd. completed its initial public offering of 11,230,000 Class A restricted voting units (which included the partial exercise by the underwriters of an over-allotment option to purchase up to 1,500,000 additional units) for gross proceeds of $112,300,000. Dundee Acquisition Ltd. became the first public special purpose acquisition corporation (SPAC) in Canada and was formed for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving Dundee Acquisition Ltd.
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.
GFL Environmental Inc. announced on November 17, 2014, that it has successfully completed a reorganization of its share capital.
On April 2, 2015, Dream Unlimited Corp. (“Dream”) and Dream Office REIT (“REIT”) completed the reorganization of the REIT’s management structure to better align the management structure of the REIT with the interests of its unitholders.
On March 13, 2015, Goldcorp completed its $526 million acquisition of Probe Mines Limited by way of a plan of arrangement. Probe’s principal asset is the 100 per cent-owned Borden Gold project located near Chapleau, Ontario.
Essar Steel Algoma Inc. (Algoma) concluded its comprehensive US$1.4 billion recapitalization and refinancing. Algoma restructured certain of its existing debt obligations by way of a plan of arrangement under the CBCA and refinanced its outstanding debt through concurrent Term Loan, ABL, High Yield Debt and Junior Notes financings.
Killam Properties Inc. acquired Kuwait Finance House’s (KFH) entire 75 per cent indirect interest in Kanata Lakes Apartments (146 units, located in Ottawa) and 1355 Silver Spear Road (199 units plus surplus land for approximately 110 additional units, located in Mississauga). In addition, Killam acquired KFH’s entire 75 per cent indirect interest in 180 Mill Street (127 units, located in London), thereby increasing Killam’s ownership to 100 per cent in the property.
Waterton Precious Metals Fund II Cayman, LP through a wholly-owned subsidiary, acquired Chaparral Gold Corp., on February 18, 2015. The acquisition was effected under a statutory plan of arrangement pursuant to which holders of Chaparral common shares received $0.61 in cash for each common share. The transaction was valued at approximately $72 million.
Ventas Canada Finance Limited, a wholly owned subsidiary of Ventas, Inc., completed a private placement of $400 million of 3.00 per cent senior notes due 2019 and $250 million of 4.125 per cent senior notes due 2024.
Clairvest Group Inc., together with Clairvest Equity Partners III Limited Partnership sold an 80 per cent stake of their common shares of KURBRA Data Transfer Ltd. to Hearst Corporation.
Sagent Pharmaceuticals, Inc., a leader of specialty pharmaceutical products with an emphasis on the injectable market, completed its acquisition of Omega Laboratories Limited, a market leading specialty pharmaceutical company based in Montreal, for approximately US$85.3 million (C$95 million) in cash. The combination of Sagent and Omega creates a premier generic injectable company with a robust product portfolio, deep development pipeline and strong global presence.
Arthur J. Gallagher Canada Limited, a subsidiary of Arthur J. Gallagher & Co. (AJG), completed its acquisition of Noraxis Capital Corporation from Roins Financial Services Limited, which also owns the RSA Canada group of companies (RSA). The aggregate purchase price for the business, including minority interests and subject to adjustment, was approximately $500 million. Noraxis management shareholders continue to hold approximately 11 per cent of the business.
Fortis Inc. acquired all of the outstanding shares of UNS Energy Corporation for an aggregate purchase price of approximately US$4.5 billion, including the assumption of approximately US$2 billion of debt. The acquisition was financed by a US$2-billion non-revolving acquisition term credit facilities and a US$1.8 billion offering of convertible subordinated debentures represented by instalment receipts. The offering consisted of a bought deal public offering of approximately US$1.6 billion and a concurrent private placement of approximately US$200 million.
Dream Hard Asset Alternatives Trust (Dream Alternatives) completed its initial public offering with the issuance of 72,617,739 units to ROI Canadian High Income Mortgage Fund, ROI Canadian Mortgage Income Fund, ROI Canadian Real Estate Fund and ROI Institutional Private Placement Fund (ROI Funds), which were then distributed to the unitholders of the ROI Funds, and the issuance of 1 million units to Return On Innovation Advisors Ltd. (ROI Capital), all pursuant to a prospectus of Dream Alternatives dated July 4, 2014.
Goldman Sachs U.S. Income Builder Trust completed an initial public offering of Class A units at $10 per unit and Class U units at US$10 per unit for proceeds of approximately $87 million. Additional Class A units were issued on July 15, 2014, pursuant to the exercise of the over-allotment option, for additional gross proceeds of $1.56 million.
Staples Inc. acquired all the issued and outstanding common shares of PNI Digital Media Inc. for $1.70 per share, totaling approximately $74.1 million in aggregate, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia).
Stikeman Elliott is acting as Canadian counsel to Castings Acquisition Corp., an affiliate company of The Carlyle Group, a major private investment fund based in Washington, D.C., in its proposed acquisition (by way of plan of arrangement), of all of the outstanding common shares of Tritech Precision Inc. and all of the outstanding Class A common shares of Trimin Enterprises Inc.