333 Bay St, Suite 3400, Bay Adelaide Ctr, W Twr, Toronto, ON
Year called to bar: 1994 (ON)
Partner. Specializes in M&A, corporate finance, private equity, and restructurings of public companies. Has represented a broad range of clients on domestic/international M&A transactions of all sizes. Provides advice to special committees involved in M&A and other related party transactions. Acts for issuers and underwriters on IPOs, follow-on offerings, and private placements. Has also advised issuers and bondholders on restructurings of public companies. Advises Canadian public companies regarding ongoing securities compliance and corporate governance matters. Representative transactions include: Fairfax Africa’s strategic transaction with Helios, the sale of Nelson Education’s higher education business, the proposed sale of Cineplex to Cineworld, the sale of Street Capital to RFA, Morneau Shepell’s financing for the acquisition of Lifeworks, the sale of Prodomax Automation to Jenoptik, the acquisition of Intrawest Resorts, the merger of Ainsworth Lumber with Norbord, the sale of Protenergy Natural Foods to TreeHouse, the sale of Prime Restaurants to Fairfax, the sale of Renée’s Gourmet Foods to Heinz, the IPOs of Morneau Shepell and Cineplex, and the restructurings of Sherritt, Bellatrix, Jupiter Resources, Concordia, Pacific Exploration, Connacher Oil & Gas, and Sino-Forest.
On December 15th, 2019, Cineplex Inc. signed an arrangement agreement with Cineworld Group, plc, pursuant to which Cineworld Group will acquire Cineplex shares for C$34 per share for a total transaction value of approximately C$2.8 billion.
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”).
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”).
Morneau Shepell Inc. (TSX: MSI) (Morneau Shepell or the Company) acquired all of the outstanding shares of LifeWorks Corporation Ltd. (LifeWorks) for a total purchase price of approximately $426 million, payable in cash and Morneau Shepell shares.
Specialty Foods Group Income Fund, an Ontario income trust, went public in 2003 at $10 per unit. The establishment of the income fund resulted in a complex cross-border capital structure of the Specialty Food Group of companies that was adopted for tax and other reasons. The capital structure of these companies became even more complex in 2006 when the balance sheets and ownership of certain companies in the group had to be restructured in order to address financial difficulties. That restructuring failed to produce a viable ongoing income fund such that, when the units were ultimately cease-traded in 2009, they were trading at a price of approximately a half cent per unit.
Morneau Shepell Inc. (the Company) (TSX:MSI) completed a public offering, on a bought deal basis, of $75 million aggregate principal amount of 4.75 per cent convertible unsecured subordinated debentures of the Company due June 30, 2021.
Cline Mining Corporation (Cline), a publicly-traded Toronto-based mining and resources company, completed a recapitalization and refinancing transaction, which included the conversion of $110 million of secured debt into new common shares representing 100 per cent of the equity in Cline, the issuance of $55 million of new secured debt and the settlement of significant class action claims under The US Worker Adjustment and Retraining Notification Act (US Warn Act).
On July 2, 2015, Data & Audio-Visual Enterprises Wireless Inc., operating as “Mobilicity”, was acquired by an affiliate of Rogers Communications Inc. in a transaction valued at $465 million. Mobilicity, a Canadian wireless telecommunications carrier, commenced creditor protection proceedings under the Companies’ Creditors Arrangement Act in September 2013. The transaction offered significant value to Mobilicity’s creditors and allowed Mobilicity to emerge from creditor protection as a going concern. The transaction ensures certainty of service for Mobilicity customers on the Rogers network and also results in Rogers gaining significant spectrum capacity in new markets which provides faster speeds and better quality for all Rogers customers. The transaction was subject to government and court approvals and was completed on July 2, 2015.
Leading infrastructure and construction materials enterprise Armtec Infrastructure Inc. and its affiliates (Armtec) completed a going-concern sale of substantially all of its assets to Armtec LP, an affiliate of Brookfield Capital Partners Fund III L.P. (Brookfield), in exchange for a release from approximately $200 million in secured debt obligations owing to Brookfield. The transaction was completed pursuant to an asset sale under the <I>Companies’ Creditors Arrangement Act</I> (CCAA).
Arcan Resources Ltd. (Arcan), a corporation principally engaged in the exploration, development and acquisition of oil and natural gas in western Canada, completed an exchange of its $171.25 million convertible unsecured subordinated debentures into common shares of Arcan.
On March 31, 2015, Norbord Inc. (Norbord) and Ainsworth Lumber Co. Ltd. (Ainsworth) completed their previously announced merger. The merger will create a leading global wood products company focused on oriented strand board across North America, Europe and Asia.
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.