199 Bay St, Suite 5300, Commerce Court West, Toronto, ON
Year called to bar: 1990 (ON)
Larry Cobb is a partner with a broad-based environmental practice focusing on business transactions, including financings, acquisitions and divestitures. He regularly advises clients on environmental liabilities and structuring business transactions to minimize those liabilities. Larry regularly offers environmental advice concerning contaminated sites and remediation, environmental permits, directors' and officers' liabilities, insolvency and bankruptcy matters, the sale and purchase of real property, transportation of dangerous goods, trans-border movement of hazardous waste and regulated substances, and “brownfields” redevelopment. In addition, he has conducted environmental assessments and compliance reviews, both as an audit team leader and member, for numerous manufacturing, mining and pulp and paper operations.
On December 29, 2019, CPF Canada Holdings Corp. (“CPF”), a subsidiary of Charoen Pokphand Foods Pcl, Thailand’s largest agriculture conglomerate, acquired all of the shares of HyLife Investments Ltd. (“HIL”) for CAD$498,000,000.
On December 17, 2018, Industrial Growth Partners (“IGP”), completed the recapitalization of the Redco Group of companies (“Redco”) in partnership with Redco’s management. The financial terms of the transaction were undisclosed.
On February 19, 2019, GTY Technology Holdings Inc. (“GTY”), a special purpose acquisition company traded on the NASDAQ and which was formed to consummate a business combination with established government technology companies, acquired Bonfire Interactive Ltd. (“Bonfire”), Questica Inc (“Questica”) and Questica USCDN Inc. (“Questica USCDN”)
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 August 15, 2018, New Water Capital L.P. (New Water), a Boca Raton-based private equity firm focused on lower-middle market companies, completed its acquisition of Trillium Health Care Products (THC), a premier contract manufacturer of category-leading OTC products for some of the world’s top pharmaceutical companies.
On July 30, 2018, BWX Technologies, Inc. (NYSE:BWXT) (BWXT), a leading supplier of nuclear components and services, completed the acquisition of the medical isotope business of Nordion (Canada) Inc. (Nordion) from private-equity owned Sotera Health LLC (Sotera Health).
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 September 1, 2017, adidas AG completed its divestiture of CCM Hockey to a newly formed affiliate of Birch Hill Equity Partners for US$110 million, subject to customary adjustments. CCM Hockey consists of its main operations in Montréal as well as operations in the US, Sweden, Norway and Finland.
On May 24, 2017, Swander Pace Capital, a leading private equity firm specializing in investments in consumer product companies, completed the sale of its significant equity stake in Kicking Horse Coffee to the Lavazza Group, who, with this transaction, holds an 80-per-cent interest in the company, which was valued at $215 million.
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.
In the culmination of a complex cross-border bankruptcy sales and auction process, on February 28, 2017, Performance Sports Group Ltd. (PSG) announced the completion of the sale of substantially all of its assets to an investor group led by Sagard Holdings Inc. (Sagard) and Fairfax Financial Holdings Limited (Fairfax) for US$575 million, subject to certain adjustments, and the assumption of related operating liabilities.
On August 17, 2016, BWXT Canada Ltd. (“BWXT Canada”), a subsidiary of BWX Technologies, Inc. (NYSE:BWXT), entered into a share purchase agreement to acquire all of the shares of the GE Hitachi Nuclear Energy Canada Inc. (“GEH-C”) joint venture.
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 October 19, 2016, Tender Choice Foods Inc. and its affiliate (“Tender Choice”), a leading Burlington, Ont.-based processor specializing in the processing, packing and distribution of meat products completed the sale of substantially all of the assets and food processing business of Tender Choice to Blue Goose Pure Capital Corp.
OMERS Private Equity (OPE), the private equity arm of OMERS, one of Canada’s largest pension funds, completed the sale of its portfolio company, Give & Go Prepared Foods Corp. (Give & Go), to an affiliate of US private-equity firm Thomas H. Lee Partners, L.P. (THL).
On October 9, 2015, Swander Pace Capital, a leading private equity firm specializing in investments in consumer product companies, completed the acquisition of a majority of the issued and outstanding shares in the capital of Voortman Cookies.
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 October 28, 2015, Apollo Global Management LLC, in partnership with Platform Specialty Products Corporation, completed its take-private acquisition of the OM Group, Inc. for US$34 per share in cash for a total of approximately US$1.03 billion.
On July 10, 2015, Compass Diversified Holdings (CODI), through its subsidiary Compass Group Diversified Holdings LLC (Compass), completed the acquisition of Fresh Hemp Foods Ltd., a Canadian manufacturer of hemp-based food products, operating under trade name Manitoba Harvest (Manitoba Harvest).
Centerra Gold Inc. (Centerra) and Premier Gold Mines Limited (Premier) entered into a 50/50 limited partnership for the joint exploration and development of Premier’s Trans-Canada Property in Northern Ontario. Under the terms of the joint venture agreements, Centerra will contribute up to $300 million in cash to the limited partnership in consideration for its 50 per cent interest in the limited partnership, while Premier will contribute all property, assets and rights it holds in respect of the Trans-Canada Property to the limited partnership in consideration for its 50 per cent interest in the limited partnership.
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.
On February 27, 2015, Calgary-based Newalta Corporation (Newalta) completed the sale of its Industrial Division to Revolution Acquisition LP (Revolution), a subsidiary of Toronto-based Birch Hill Equity Partners Management Inc. (Birch Hill), for cash proceeds of $300 million. The Industrial Division is comprised of several business streams including major facilities and assets located across Canada. The sale creates a new stand-alone company, Terrapure Environmental, which has its headquarters in Burlington, Ontario.
An affiliate of Mattamy Homes Ltd. acquired all of the issued and outstanding shares of Monarch Corporation, the Canadian operations of US homebuilder Taylor Morrison Home Corporation, for CAD$335 million at closing, subject to customary post-closing adjustments. Immediately prior to the closing, approximately C$235 million of cash at Monarch was distributed to a subsidiary of TMHC for total proceeds of C$570 million from the share sale. The transaction closed following the satisfaction of customary closing conditions, including clearance by the Canadian Competition Bureau.
Ashland Inc. successfully completed the divestment of its global Ashland Water Technologies (AWT) business unit to a fund managed by private investment firm Clayton, Dubilier & Rice in a transaction valued at approximately US$1.8 billion. Net proceeds from the sale totaled approximately US$1.4 billion, which will be used to return capital to shareholders in the form of share repurchases.
The current owners of Canada's largest off-airport and only national car park company, Park'N Fly, completed the sale of their parking business assets, including all real estate used in connection with the business located in Montreal; Ottawa; Toronto; Edmonton and Vancouver, along with goodwill and other operating assets, to a joint venture led by Cheung Kong Infrastructure Holdings Limited and Cheung Kong (Holdings) Limited, both companies whose shares are traded on the stock exchange of Hong Kong, each owning a 50 per cent interest.
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.