100 King St W, Suite 3400, 1 First Canadian Pl, PO Box 130, Toronto, ON
Year called to bar: 1993 (BC); 2004 (ON)
Thomas Bauer is co-Head of the firm's tax group. He has extensive experience advising on income tax matters, with particular emphasis on complex mergers & acquisitions, corporate reorganizations, cross-border transactions and investments, and debt restructurings. Thomas also represents clients in disputes with the Canada Revenue Agency, both at the audit and appeals levels, and has appeared as counsel before the Tax Court of Canada, the Federal Court,and the Ontario and BC superior courts. As reported in Chambers Global: The World's Leading Lawyers for Business, clients recognize Thomas for "his great job of solving complex tax issues" and "a balanced and articulate approach to tax risks," and appreciate that "his litigation background is very helpful when developing tax plans." Thomas is a former member of the Joint Committee on Taxation of the Canadian Bar Association and the Chartered Professional Accountants of Canada, and a member of the editorial board of the Canadian Tax Journal. He is also a member of the Canadian Tax Foundation and International Fiscal Association, and a frequent speaker on tax matters at conferences and seminars across Canada.
Concordia International Corp. (“Concordia” or the “Company”) (TSX: CXR), an international specialty pharmaceutical company focused on becoming a leader in European specialty, off-patent medicines, completed the recapitalization of approximately US$4 billion of secured and unsecured debt in September 2018 pursuant to a plan of arrangement (the “CBCA Plan”) under the Canada Business Corporations Act (“CBCA”).
On July 5, 2017, Crius Energy Trust (Crius or the Trust) (TSX:KWH.UN) announced the completion of the acquisition of U.S. Gas & Electric, Inc., a leading US energy retailer with natural gas and/or electricity customers in 11 States and D.C. (the Acquisition), for total consideration of US$152.5 million plus US$20 million in working capital, for a total purchase price of approximately US$172.5 million.
On July 31, 2017, Osisko Gold Royalties Ltd (Osisko) completed the acquisition of a high-quality precious metals portfolio of assets consisting of 74 royalties, streams and precious metal offtakes from Orion Mine Finance Group (Orion) in exchange for total consideration of $1.125 billion, consisting of $675 million cash and the issuance of 30,906,594 shares of Osisko.
Crius Energy Trust (“Crius Trust”) (TSX: KWH.UN) completed a tender offer to purchase all of the remaining membership units of Crius Energy, LLC not already owned, directly or indirectly, by Crius Trust for a total implied transaction value of approximately $189.4 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).
Nelson Education Ltd. (Nelson), Canada’s leading education publishing company, completed a sale of substantially all of its assets to 682534 N.B. Inc., now operating as Nelson Education Ltd., in exchange for the compromise and release of approximately US$270 million of first lien secured debt obligations.
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.