333 Bay St, Suite 3400, Bay Adelaide Ctr, W Twr, Toronto, ON
Year called to bar: 2000 (ON)
Tax partner and Goodmans Executive Committee member. Vice-Chair of Goodmans’ Aging & Healthcare (including Seniors Housing) Practice Group and Chair of Senbridge, a division of Goodmans that provides specialized advisory, education, and networking programs to the healthcare and aging sector. Tax and corporate law practice focuses on M&A, corporate finance, investment funds, and real estate, with a particularly expertise in structuring cross-border transactions. Extensive experience advising issuers on the structuring and taxation of public offerings, including advising REITs and similar yield-oriented issuers. Recent matters include Tricon Capital Group Inc.'s $1.4 billion acquisition of Starlight U.S. Multi-Family; Pure Industrial REIT’s $3.8 billion acquisition by Blackstone Property and Ivanhoé Cambridge; Glusken Sheff + Associates Inc.’s acquisition by Onex Corporation; and IPOs by Minto Apartment REIT, BSR REIT, and Andlauer Healthcare Group. Frequent speaker in Canada and the US on going public in Canada and the tax-efficient structuring of income securities. Recognized as a leading tax lawyer by Lexpert®, The Best Lawyers in Canada, and Chambers. Named one of the “Leading 40 Lawyers Under 40” by Lexpert® in 2006 and one of “Canada’s 20 Corporate Lawyers to Watch” in 2007.
On December 10, 2019, affiliates of real estate funds managed by The Blackstone Group Inc. (collectively, Blackstone) acquired all of the subsidiaries and assets of Dream Global Real Estate Investment Trust (Dream Global)
Goodmans LLP represented Mercer Park Brand Acquisition Corp. (“BRND”) in connection with its initial public offering of US$402,500,000 of Class A Restricted Voting Units (including US$52,500,000 of Class A Restricted Voting Units issued on the exercise in full of the over-allotment option).
On January 29, 2018, Atlantic Power Corp. completed an offering on a bought-deal basis of $100-million aggregate principal amount of 6.00-per-cent convertible unsecured subordinated debentures due January 31, 2025, at a price of $1,000 per debenture.
Minto Apartment Real Estate Investment Trust (the REIT) (TSX: MI.UN) completed its initial public offering of 15,863,100 trust units at a price of $14.50 per unit (the Offering). The Offering raised gross proceeds of $230,014,950, including through exercise of the underwriters’ over-allotment option in full which option exercise was completed July 10. The units trade on the Toronto Stock Exchange under the symbol MI.UN.
Blackstone Property Partners and Ivanhoé Cambridge Inc., a subsidiary of Caisse de dépôt et placement du Québec, completed their all-cash acquisition of Pure Industrial Real Estate Trust (PIRET) for $8.10 per unit in a transaction valued at $3.8 billion including debt. Affiliates of Blackstone Property Partners and Ivanhoé Cambridge Inc. acquired 62% and 38% of PIRET, respectively.
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.
Gibraltar Growth Corp. (TSX: GBG.A, GBG.WT) (Gibraltar Growth), a special purpose acquisition corporation (SPAC), completed its qualifying acquisition of 100 per cent of all the issued and outstanding shares of Montréal-based LXR Produits de Luxe Internationale Inc. (LXR) for an aggregate purchase price of $82.5 million.
Milestone Apartments Real Estate Investment Trust (TSX: MST.UN) (“Milestone” or “the REIT”) completed its going private transaction whereby an affiliate of Starwood Capital Group (“Starwood”) acquired all of Milestone’s subsidiaries and assets for approximately US$2.9 billion.
Exxon Mobil Corporation (ExxonMobil) completed its acquisition of all outstanding common shares of InterOil Corporation (InterOil) on February 22, 2017. InterOil’s assets include the Elk-Antelope gas fields in the Gulf Province of Papua New Guinea and exploration licenses covering about 16,000 square kilometers in Papua New Guinea.
Kew Media Group Inc. (TSX: KEW) (Kew), a special purpose acquisition corporation (SPAC), created one of the world’s most significant independent content platforms by directly acquiring six companies - Content Media Corporation plc, Architect Films Inc., Bristow Global Media Inc., Frantic Films Corporation, Media Headquarters Film & Television Inc. and Our House Media Inc. – and indirectly acquiring control of Aito Media Oy, Campfire Film & Television LLC, Collins Avenue Productions LLC, Jigsaw Productions LLC and Spirit Digital Media Limited.
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 ...
Milestone Apartments Real Estate Investment Trust completed a public offering of 9,591,000 subscription receipts, inclusive of 1,251,000 subscription receipts issued pursuant to the exercise in full of the over-allotment option, on a bought deal basis, at a price of C$15.00 per subscription receipt for gross proceeds of approximately C$143.9 million.
Acasta Enterprises Inc. completed the Corporation’s $350 million initial public offering of Class A Restricted Voting Units on July 30, 2015. On August 5, 2015, the underwriters exercised their over-allotment option in full for additional gross proceeds of $52.5 million.
Revera Inc. and Health Care REIT, Inc. (HCN) have completed a transaction resulting in shared ownership of an additional 23 Canadian seniors living residences previously owned by Revera. As a result of the transaction, Health Care REIT owns a 75 per cent interest in the approximately US$634 million portfolio and Revera owns the remaining 25 per cent in Manitoba. Revera continues to manage these residences, earning fees through an incentive-based management contract. The 23 seniors living residences comprising the portfolio have approximately 2,900 suites and are located primarily in major Canadian markets in Ontario, Alberta. The HCN-Revera joint venture now owns a total of 70 seniors living residences across Canada with an aggregate 7,900 suites
Canadian Pacific and Dream Unlimited Corp. completed the formation of a joint venture, called Dream Van Horne Properties (DREAM VHP), which was created to generate long-term shareholder value from CP’s surplus real estate.
HealthLease Properties Real Estate Investment Trust (HealthLease) was acquired by Health Care REIT, Inc. (HCN) for $14.20 (US$13.01) per unit in cash, representing an aggregate transaction value of approximately $1 billion (US$950 million). HealthLease's portfolio consisted of 53 properties (14 in two Canadian provinces and 39 in eight US states) of seniors housing, post-acute care and long-term care facilities.