66 Wellington St W, Suite 5300, TD Bank Twr, Toronto, ON
Year called to bar: 1988 (ON); 1995 (England & Wales)
Partner in the firm’s Toronto office. Practice focuses on antitrust law, foreign investment law, and national security review. Emphasis on mergers, acquisitions, joint ventures, notifications, and market conduct. Specialist in foreign investment merger review issues arising under such statutes as the Investment Canada Act. Extensive dealings with the Canadian government on investment and national security matters. Successfully handled numerous high-profile mergers. Led team that obtained Competition Act and Investment Canada Act clearance for Canada’s largest transaction to date. Regularly speaks on competition law, foreign investment, national security, and merger-related topics to audiences in Canada and abroad. Teaches competition law course at Western Law School (London). Sits on the editorial board of PLC’s Competition Law Handbook. Contributing editor of Foreign Investment Review. Former chair of CBA National Competition Law Section; co-founder and former chair of the Foreign Investment Review Committee; past chair of the Mergers Committee; founding Director of the Canadian-German Lawyers Association; member of Kartellrecht (German Antitrust Law Association). Speaks English, French, German and some Spanish. Canadian and English qualified solicitor.
The sale of Pure Multi-Family REIT LP (“Pure”) to Cortland Partners, LLC (“Cortland”) completed on September 27, 2019. Cortland acquired all of Pure’s outstanding: (i) Class A units for US$7.61 per unit
Capital Power Corporation completed its acquisition of Goreway Power Station Holdings Inc., which owns the Goreway Power Station, from JERA Co., Inc. (JERA) and Toyota Tsusho Corporation for a total of $977 million.
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 October 16, 2018, Brookfield Infrastructure and its institutional partners, (collectively, “Brookfield Infrastructure”) completed the acquisition of all the issued and outstanding common shares of Enercare Inc. for $29.00 per common share or, in the case of certain electing Canadian resident shareholders, 0.5509 of an exchangeable limited partnership unit (“Exchangeable LP Unit”) for each common share elected. The Exchangeable LP Units are exchangeable, on a one-for-one basis for non-voting limited partnership units of Brookfield Infrastructure Partners L.P. (“BIP”).
On December 6, 2017, Hudson’s Bay Company (HBC) completed the US$500 million equity investment by Rhône Capital (Rhône) in the form of 8-year mandatory convertible preferred shares, the sale of the Lord & Taylor Fifth Avenue Flagship Building to WeWork in a transaction valued at US$850 million, and a series of strategic transactions, including agreements to lease retail space within select HBC department stores.
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 November 20, 2017, Rayonier Advanced Materials Inc. (Rayonier AM), a Florida-based leading global supplier of high purity cellulose, announced it had completed its friendly acquisition of Tembec Inc. (Tembec), a Québec forestry firm, for approximately US$962 million.
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 May 31, 2017, Canadian Natural Resources Ltd. (Canadian Natural) completed two previously announced agreements to acquire oil sands assets from Shell Canada Energy, Shell Canada Ltd. and Shell Canada Resources (Shell) and, with a subsidiary of Shell, to jointly acquire Marathon Oil Canada Corp. (MOCC).
Enbridge Inc. (TSX:ENB)(NYSE:ENB) (Enbridge) completed its stock-for-stock transaction with Spectra Energy Corp (NYSE:SE) (Spectra Energy), creating North America’s largest energy infrastructure company with an enterprise value of approximately $165 billion. The transaction valued Spectra Energy’s common stock at approximately $37 billion and is the largest foreign acquisition ever completed by a Canadian company.
On September 29 2016, Bankers Petroleum Ltd. completed its plan of arrangement with affiliates of Geo-Jade Petroleum Corporation. As a result of the transaction, Geo-Jade acquired all the issued and outstanding common shares of Bankers through its affiliates for approximately $575M.
On December 23, 2015, The Dow Chemical Company (Dow) completed the sale of its ownership interest in MEGlobal to EQUATE Petrochemical Company K.S.C. (EQUATE) and has received $1.5 billion in pre-tax proceeds.
On January 26, 2016, Fission Uranium Corp. (Fission) and CGN Mining Company Limited (CGN Mining) completed a strategic investment whereby CGN Mining purchased, on a private placement basis, an aggregate of 96,736,540 common shares of Fission (the Common Shares) at a price of $0.85 per Common Share for a total subscription price of $82,226,059 (the Transaction).
On July 8, 2015, TPG Capital LP (TPG), a global private investment firm, acquired a majority stake in Cirque du Soleil (Cirque), Canada’s iconic entertainment company, for an undisclosed amount. Caisse de dépôt et placement du Québec along with Fosun Capital Group, one of China’s leading privately-owned investment groups, also acquired a minority stake in Cirque. In addition, Mitch Garber, Chair of the Cirque Board, Claridge, Stephen Bronfman’s family investment arm, and Cirque President and CEO Daniel Lamarre acquired ownership stakes.
On July 2, 2015, Euronet Worldwide, Inc. a leading electronic payments provider, acquired XE.com Inc., a global leader in digital foreign exchange information.
Euronet will use approximately $60 million from its revolving credit agreement together with about 640,000 Euronet shares and an undisclosed amount of cash to complete the deal. The deal provides Euronet a large Internet presence and user base attuned to foreign currency, while Euronet offers XE breadth and depth in foreign currency products, a strong balance sheet and geographic expansion opportunities.
NorthWest Healthcare Properties Real Estate Investment Trust (NWH) and NorthWest International Healthcare Properties Real Estate Investment Trust (NWI) completed a plan of arrangement under the Business Corporations Act (Alberta) in which NWI and NWH combined to create a leading global diversified healthcare real estate investment trust with over $2 billion of assets.
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.