These 22 deals were compiled by Kiezzsa Cruz and Ma. Carleen Bongat and selected by Lexpert's editorial and research teams.
Challenges are opportunities to excel. With M&A activity in Canada relatively steady in 2022, as evidenced by more than $388 billion in total value of 3,432 deals seen in the full year and $70.9 billion in its busiest month, dealmakers had hope for a similar growth in 2023 despite lingering uncertainties over economic conditions.
Some prognosticators were not as optimistic, with many warning that the country would see a recession deeper than most advanced economies for much of the year due to continuing geopolitical tensions, rising inflation, higher interest rates, tighter credit markets, and significantly reduced access to capital.
The predictions were not far off, with 2023 resulting in real domestic growth of 1.1 percent and the economy narrowly avoiding a technical recession. While the GDP statistics outpace the 0.8 percent estimate of analysts, 2023 is still marked as the slowest year of expansion since 2016, outside of the height of COVID-19 in 2020.
Still, Canada remains home to attractive assets and resilient dealmakers, and those named Excellence Awardees prove that M&A in Canada can rise above even the trickiest of situations.
This year, Lexpert has named 22 deals in five categories (capital markets, infrastructure and project financing, insolvency and restructuring, mid-market deals, and overall M&A deal of the year) as Excellence Awardees, picked from dozens of submissions sent by legal professionals across Canada.
The next step is for the shortlisted Excellence Awardee deals to go to a panel of judges to choose a final winner in each category. We will then honour our Excellence Awardees and announce a winner in each deal category (along with our awards for non-deal categories) at an in-person gala on May 9 at the Liberty Grand in Toronto. It’s the third in-person event for the CLA since Lexpert created the awards in 2020 (when COVID-19 temporarily stopped face-to-face mingling).
Here are this year’s Excellence Awardees. Good luck to all.
NOMINATION PROCESS
Coming up with this year’s Excellence Awardees involved a rigorous, expert-informed process. The Canadian Law Awards editorial and research teams reviewed all the submissions and consulted third-party information to identify each category’s standouts. A large, independent external judging panel will judge these shortlisted submissions, scoring them against these criteria: the financial value of the deal; the degree to which it advanced legal and financial techniques and structures; how it spanned jurisdictions, practice areas, and industries; and whether the deal involved groundbreaking original legal strategies and structures. Through an aggregation of the judges’ scoring, a process independently verified through an audit by PwC, a final winner will be chosen from each category. Winners will be announced during an in-person event set for May 9.
CAPITAL MARKETS
The Excellence Awardees for the capital markets include the first oil and gas SPAC transaction in Canada, the second-largest cross-border equity financing by a Canadian company in 2023, a $1.8 billion deal in which the controlling shareholders agreed to take lower consideration than minority shareholders, and the consolidation of Thomson Reuters’ outstanding common shares. All winners in this category had deals valued at over $1 billion, and all involved creative methods to deal with complicated financing, disclosure, or other issues.
Among the Excellence Awardees are Burnet Duckworth & Palmer LLP, Bennett Jones LLP, and Blake, Cassels & Graydon LLP for their involvement in Hammerhead Resources’ business combination with Decarbonization Plus Acquisition Corporation IV (DCRD) to form Hammerhead Energy Inc. (HEI). BD&P partner Lindsay Cox, Bennett Jones partners John Mercury and John Lawless, and Blakes partner Chad Schneider worked on the deal.
Valued at $1.39 billion, the deal is the first oil and gas special purpose acquisition company (SPAC) transaction in Canada and one of only a handful of cross-border SPAC completed deals involving a Canadian target.
DCRD was a SPAC incorporated in the Cayman Islands. As such, this deal involved corporate and securities laws in three different jurisdictions – the continuance of DCRD from the Cayman Islands to Alberta, a court-approved plan of arrangement under the Business Corporations Act (Alberta), and the filing of a non-offering long-form prospectus with the Alberta Securities Commission and the Ontario Securities Commission.
The second Excellence Awardee includes Blakes for its lead role in advising Pembina Pipeline Corporation in its offering of subscription receipts issued at $42.85 per subscription receipt for total gross proceeds of approximately $1.28 billion. Blakes partners Jeff Bakker and Chad Schneider led the deal.
Pembina’s subscription receipts offering was the second-largest cross-border equity financing by a Canadian company in 2023, the largest registered cross-border offering of subscription receipts since 2016, and the third-ever such deal to exceed $1 billion.
Thoma Bravo’s acquisition of Magnet Forensics is another Excellence Awardee. Valued at $1.8 billion, what sets this deal apart is that the controlling shareholders agreed to take lower consideration than minority shareholders. Despite the proxy wars before closing and other complications, this deal was successfully closed by the organizations and firms involved.
McMillan LLP advised Thoma Bravo while Blakes, led by partner Chris Hewat, acted for Magnet Forensics.
The acquisition will see Magnet merged with Grayshift, LLC, another Thoma Bravo-owned company. This union aims to leverage Magnet’s computer and digital workflow tools with Grayshift’s expertise in mobile data extraction. The new firm, to be US-based, is expected to make further acquisitions and possibly re-enter public markets. Conditions agreed upon by both parties include a potential break fee of $50 million by Magnet and $70 million by Thoma Bravo.
The final Excellence Awardee is Thomson Reuters’ US$2.2 billion return of capital and reverse-stock-split transaction. As chief counsel to Thomson Reuters, Torys LLP was the lead firm on the deal, with partners Adrienne DiPaolo and David Forrester at the team’s helm.
In June 2023, Thomson Reuters completed its return of capital transaction. It consisted of a distribution of US$4.67 in cash per common share, for an aggregate value of approximately US$2.2 billion, and a consolidation of the company’s outstanding common shares at a ratio proportionate to the amount returned to shareholders.
Unlike other return of capital transactions, the transaction was structured in a manner to allow shareholders who are not subject to tax in Canada to have the ability to opt out of the share consolidation, continuing to hold the same number of shares they held before the effective time of the transaction.
Hammerhead Resources’ business combination with Decarbonization Plus Acquisition Corporation IV, forming Hammerhead Energy
Bennett Jones LLP (for Decarbonization Plus Acquisition Corporation IV)
Blake Cassels & Graydon LLP (for the Special Committee of the Board of Directors of Hammerhead Resources Inc.)
Burnet Duckworth & Palmer LLP (for Hammerhead Resources)
Pembina Pipeline Corporation’s $1.28 billion offering of subscription receipts
Blake Cassels & Graydon LLP (for Pembina Pipeline Corporation)
Stikeman Elliott LLP (for underwriters)
Thoma Bravo’s acquisition of Magnet Forensics Inc.
Blake Cassels & Graydon LLP (for Magnet Forensics)
Dentons Canada LLP (for Special Committee of Magnet)
Goodmans LLP (for Nellore)
McMillan LLP (Canadian Counsel for Thoma Bravo)
Thomson Reuters’ US$2.2 billion return of capital and reverse-stock-split transaction
Torys LLP (for Thomson Reuters)
INFRASTRUCTURE
Building communities through infrastructure, transit, and connectivity remained a priority in 2023 as Canada’s population continues to grow rapidly. The four deals that made it into this year’s Excellence Awardees in the infrastructure category highlight projects that answered the need for investments in the transport and energy sectors, with deal values ranging from $52 million to $2.1 billion. These include Umicore’s investment in Ontario to build an EV battery components factory, Canada Infrastructure Bank’s investment in the Thompson Regional Airport redevelopment, and two projects in the energy industry – the Oneida energy storage project and Chiniki and Goodstoney First Nations’ energy infrastructure equity partnership with ATCO.
Among the awardees are McCarthy Tétrault LLP and MLT Aikins LLP for their involvement in Canada Infrastructure Bank’s $52 million investment in the Thompson Regional Airport redevelopment project. Valued at $135 million, the project is expected to improve the daily lives of 37 northern communities, including 15 remote Indigenous communities accessible only by air and ice roads.
The regional project involves multiple stakeholders, including Thompson Regional Airport Authority (TRAA), a not-for-profit entity, the Indigenous groups in northern Manitoba and western Nunavut, and CIB. TRAA is an operating airport authority formed by three founding members – North Central Development, Keewatin Tribal Council, and the Thompson Chamber of Commerce. Given the operating nature of TRAA, legal counsel had to work with TRAA and CIB to identify risks inherent in a project financing structure being applied to an operating entity, propose risk mitigation measures and techniques, and implement them in structuring the transaction and the legal documentation.
The unique borrower structure of the project meant that the project financing had to be significantly altered, so many of the project financing principals could not apply. McCarthy Tétrault, led by Lynn Parsons and Liezl Behm, represented the Canada Infrastructure Bank. MLT Aikins, led by Michelle Redekopp, represented Thompson Regional Airport Authority.
Setting a precedent for renewable energy partnership and marking a milestone for industry-Indigenous economic reconciliation and in Canadian energy infrastructure and finance law, Chiniki and Goodstoney First Nations’ energy infrastructure equity partnership with ATCO is another deal that earned an Excellence Award.
Under the terms of the agreement, the Chiniki and Goodstoney First Nations have become the majority owners with a 51 percent ownership stake in the Deerfoot and Barlow Solar power projects, the largest solar installation in an urban centre in Western Canada. Canadian Utilities Limited, an ATCO company, will maintain a 49 percent stake. Bennett Jones, led by Luke Morrison and Denise Bright, acted for ATCO.
The Chiniki and Goodstoney majority ownership of the projects is expected to generate economic returns for the Indigenous communities and contribute to the lasting prosperity of the Nations for future generations.
Multiple complex legal and financial techniques and structures were required to facilitate this deal, including addressing novel project finance issues, using a dual general partner structure within a limited partnership, and Chiniki and Goodstoney consortium matters. Land issues became complicated because the project was built on a former industrial site. Multiple novel approaches to governance were adopted to ensure Stoney Nation priorities and values, as well as ATCO/industry goals, are achieved through legal entity structuring.
Among the Excellence Awardees in the infrastructure category are Torys, McCarthy Tétrault, Borden Ladner Gervais LLP, Davies Ward Phillips & Vineberg LLP, and Fogler Rubinoff LLP, for the law firms’ involvement in the Oneida Energy Storage Project, an advanced-stage, stand-alone lithium-ion battery storage project in Haldimand County that represents one of the largest clean energy storage projects in the world. Valued at $800 million, the deal is expected to double the energy storage resources on Ontario’s clean electricity grid once the project is completed in 2025.
A partnership of NRStor, Six Nations of the Grand River Development Corporation, Northland Power and Aecon owns the project. Canada Infrastructure Bank provided financing for the project.
Torys advised Oneida with a team led by Krista Hill and Milosz Zemanek. BLG represented Northland Power with a team led by Rob Blackstein and John Vellone. McCarthy Tétrault acted for Canada Infrastructure Bank with a team led by Stephen Furlan, Lynn Parsons, and Liezl Behm. Davies, led by partner William Buchner, acted for Aecon.
The final Excellence Awardee in this category is Umicore’s investment in Ontario to build a first-of-its-kind netzero EV battery materials manufacturing plant in Loyalist Township, Ontario, that will be 100 percent fuelled by renewable energy. Davies represented Umicore with a team led by partner Elise Beauregard.
Umicore plans to invest $2.1 billion (of which $1.8 billion is capital expenditures), while the Canadian government is offering up to $551 million as part of the federal Strategic Innovation Fund, and the Ontario government is investing up to $424 million.
Canada Infrastructure Bank’s $52 million investment in the Thompson Regional Airport redevelopment project
McCarthy Tétrault LLP (for Canada Infrastructure Bank)
MLT Aikins LLP (for Thompson Regional Airport Authority)
Chiniki and Goodstoney First Nations’ energy infrastructure equity partnership with ATCO
Bennett Jones LLP (for ATCO)
Oneida Energy Storage Project
Borden Ladner Gervais LLP (for Northland Power)
Davies Ward Phillips & Vineberg LLP (for Aecon Construction Group)
Fogler Rubinoff LLP (for Six Nations)
McCarthy Tétrault LLP (for Canada Infrastructure Bank)
Torys LLP (for Oneida)
Umicore’s investment in Ontario, building an EV battery components factory
Davies Ward Phillips & Vineberg LLP (lead; for Umicore)
INSOLVENCY AND RESTRUCTURING
The aftermath of COVID-19 could still be felt in 2023, with Canadian firms struggling with debt accumulated during pandemic lockdowns. According to the Canadian Association of Insolvency and Restructuring Professionals (CAIRP), insolvencies rose by 41.4 percent last year, the largest increase in 13 years. The sharp increase resulted in businesses having to seek restructuring options. Four such deals were named Excellence Awardees for the Canadian Law Awards. Among the awardees are law firms that worked with Alberta-based energy company Repsol Oil & Gas in its restructuring. Repsol relied on the counsel of the legal team at Bennett Jones, led by partners Kelsey Meyer and Jon Truswell. Blakes advised landlords to Repsol, with a team led by Kelly Bourassa.
The restructuring process of this deal involved the liquidation and dissolution of Repsol to allow it to execute a complete exit from Canada within a matter of months. This process has allowed Repsol’s Spanish parent company to avail itself of a multibillion-dollar capital loss, deductible for tax purposes under Spanish law.
Another deal recognized as an Excellence Awardee involved the CCAA restructuring of Xebec and its North American subsidiaries. Osler Hoskin & Harcourt LLP, led by partner Sandra Abitan, advised Xebec in legal matters for the CCAA and Chapter 15 proceedings alongside the court-approved Sale and Investment Solicitation Process (SISP), aimed at maximizing shareholder value.
McCarthy Tétrault, led by partner Jocelyn T. Perreault, acted as counsel to the court-appointed monitor Deloitte Restructuring in Xebec’s financial and operational restructuring.
Operating in the energy transition space, the Montreal-based Xebec had a capitalization of more than $1 billion at the height of its market value and over 600 employees.
Following the filing for CCAA, Xebec also entered an interim financing facility with the National Bank of Canada and Export Development Canada. BLG, led by partner Isabelle Desharnais, advised National Bank Financial. Norton Rose Fulbright Canada LLP acted for Export Development Canada with a team led by Pierre-Paul Henrie, JeanPhilippe Pelletier, and Christian Roy.
Norton Rose Fulbright also advised on another Quebec-based insolvency Excellence Awardee, that of Groupe Sélection, which operates long-term-care homes. With a team led by David Lemieux, NRF was legal counsel to the National Bank of Canada, which acted as an agent for a lending syndicate comprising Canadian banks and financial institutions.
The syndicate successfully saw its restructuring proposal – a response to Groupe Sélection’s plan that it did not like – accepted by the Superior Court Quebec, and the province’s Court of Appeal denied a request for leave to appeal.
Stikeman Elliott LLP, led by Guy Martel and Joseph Reynaud, acted for Groupe Sélection. Osler, led by Sandra Abitan, advised Groupe Montoni and the Royal Bank of Canada. Dentons Canada LLP, led by partner Roger Simard, acted for Laurentian Bank of Canada. Fasken Martineau DuMoulin LLP advised Scotiabank, CIBC Bank, and PricewaterhouseCoopers LLP with a team led by Alain Riendeau. Davies acted for Revera, Desjardins, Fonds de Solidarité FTQ, Blackstone, and SmartCentres, with a team led by Denis Ferland, Christian Lachance, Gabriel Lavery Lepage, Natasha MacParland, and Robin Schwill. Blakes advised Investissement Québec, Otéra Capital, and Timbercreek Mortgage Servicing, with a team led by Bernard Boucher and Sébastien Guy.
The last Excellence Awardee in this category is Torys’ involvement with Bank of Montreal’s acquisition of LoyaltyOne’s AIR MILES reward business, one of Canada’s most recognized loyalty programs, as part of its restructuring proceedings under CCAA. Torys assisted BMO with a team led by partners David Bish and Zehra Sheerazi.
Under the agreement, BMO paid approximately US$160 million and assumed over $1 billion in substantial liabilities of LoyaltyOne. The assumption of liabilities assured approximately 10 million active collectors of AIR MILES and over 300 corporate sponsors of the AIR MILES program that this iconic Canadian loyalty program will be rejuvenated.
Given that the transaction was part of a cross-border court-supervised restructuring process involving a bank’s acquisition of a non-banking business, it required coordination with a large group of advisors to the various interested parties.
Cassels Brock & Blackwell LLP acted for LoyaltyOne with a team led by Ryan Jacobs. Goodmans LLP partner Brendan O’Neill assisted the monitor, BLG acted as Canadian counsel to the administrative agent Bank of America, and Bennett Jones advised the lenders, Ad Hoc Group of Loyalty Ventures, with lead lawyer Kevin Zych. Stikeman Elliott advised Bread Financial Holdings with lead lawyers Ashley Taylor and Maria Konyukhova, and McCarthy Tétrault assisted RBC Investor Services Trust.
Bank of Montreal’s acquisition of LoyaltyOne’s AIR MILES reward business
Bennett Jones LLP (for Ad Hoc Group of Loyalty Ventures Inc. lenders)
Borden Ladner Gervais LLP (Canadian counsel to Bank of America, NA, as administrative agent)
Cassels Brock & Blackwell LLP (for LoyaltyOne)
Goodmans LLP (counsel to the monitor)
McCarthy Tétrault LLP (counsel to RBC Investor Services Trust)
Stikeman Elliott LLP (Canadian counsel to Bread Financial Holdings Inc.)
Torys LLP (for BMO)
Groupe Selection’s financial restructuring under CCAA
Blake Cassels & Graydon LLP (for Investissement Québec, Otéra Capital Inc., and Timbercreek Mortgage Servicing, Inc.)
Davies Ward Phillips & Vineberg LLP (for Revera Inc., Desjardins, Fonds de Solidarité FTQ, Blackstone, and SmartCentres)
Dentons Canada LLP (for Laurentian Bank of Canada)
Fasken Martineau DuMoulin LLP (for Scotiabank, CIBC Bank, PricewaterhouseCoopers LLP)
Norton Rose Fulbright Canada LLP (for National Bank of Canada)
Osler Hoskin & Harcourt LLP (for Groupe Montoni, Royal Bank of Canada)
Stikeman Elliott LLP (for Groupe Sélection Inc. et al.)
Woods LLP
Repsol’s restructuring
Bennett Jones LLP (for Repsol Oil & Gas Inc.)
Blake Cassels & Graydon LLP (for landlords to Repsol Oil & Gas Inc.)
Xebec and its affiliates’ restructuring under CCAA
Borden Ladner Gervais LLP (for National Bank of Canada)
Goodmans LLP (for Sullair, LLC, the purchaser of Xebec’s California Compression business)
McCarthy Tétrault LLP (for Deloitte Restructuring Inc.)
Norton Rose Fulbright Canada LLP (for Export Development Canada)
Osler Hoskin & Harcourt LLP (for Xebec)
MID-MARKET
From a deal that formed the country’s largest cryptocurrency trading platform to an innovative deal marking one of the first few acquisitions of a Canadian life insurance provider by a Caribbean-based provider, the mid-market category Excellence Awardees all demonstrate the resilience of dealmaking despite lingering concerns over economic uncertainties.
Among the awardees is a deal in which three Canadian companies, WonderFi Technologies, Coinsquare, and CoinSmart Financial, ended their months-long heated exchange and combined to form the country’s largest crypto asset trading ecosystems. Cassels, led by partner Jeff Durno, acted as legal counsel to WonderFi.
The merger was completed during a challenging time for the crypto industry. After digital asset prices plummeted in 2022 and numerous high-profile, unregulated exchanges collapsed, many investors were left with diminished cryptocurrency investments. In response, securities regulators in Canada ramped up efforts to crack down on conflicts of interest and risky behaviour by crypto firms to protect consumers.
Navigating rising regulatory compliance across the fluctuating crypto market added complexity to this deal. The added complications also came from a previous agreement in which Coinsquare agreed to acquire CoinSmart. When that deal fell through, WonderFi saw an opportunity to “act as the bridge” and bring both companies together.
The combined business was named WonderFi. Once the deal closed, existing WonderFi shareholders owned approximately 38 percent of WonderFi, former Coinsquare shareholders owned roughly 43 percent of WonderFi, and former CoinSmart shareholders owned approximately 19 percent of WonderFi.
This deal brought over $600 million in assets under custody and more than 1.6 million users under the same roof.
The acquisition of Mobex Global’s propulsion-agnostic business by Linamar Corporation was another deal recognized as an Excellence Awardee. The deal was initially announced on September 21st for Linamar Structures USA to acquire a substantial portion of Mobex Fourth and 1, LLC’s US-based assets for US$64 million. Mobex is a Tier 1 supplier of automotive components. The assets acquired consist of manufacturing operations for propulsion-agnostic chassis and suspension modules and components, such as steering knuckles, control arms, and subframes. The Mobex facilities will be integrated into Linamar’s growing Structures Group. Aird & Berlis LLP acted as legal counsel to Linamar with a team led by Mark van Zandvoort.
The third Excellence Awardee in the mid-market category is the acquisition of ivari by Sagicor Financial Company. The deal, which closed last October, is valued at $375 million and is precedent setting in the insurance sector.
This deal marked one of the first instances of a Canadian life insurance provider being acquired by a Caribbean-based provider. In addition, before this transaction, there was no precedent for negotiating an acquisition in the middle of a comprehensive update to LICAT alongside comprehensive changes to the accounting treatment of life insurance companies under IFRS. This transaction also involved one of the first uses of representation and warranty insurance in acquiring a Canadian life insurance company.
This acquisition involved numerous parties, as Sagicor is headquartered in Barbados, listed on the TSX, and operates in the United States, Latin America, and the Caribbean regions.
Stikeman Elliott, led by partner Simon Romano, assisted Sagicor, while Torys, led by Guy Berman and Justin Crawford, acted for ivari.
The final mid-market deal recognized as an Excellence Awardee is Skyservice’s investment in Fontainebleau Aviation’s fixed-based operator at Miami Opa-Locka Executive Airport. McCarthy Tétrault, led by partners Jake Irwin and Jonathan See, acted as legal counsel to Skyservice.
On December 20, Skyservice, an affiliate of Instar Asset Management, completed its investment in Fontainebleau Aviation’s fixed-based operator (FBO) at Miami Opa-Locka Executive Airport (OPF). The Fontainebleau Aviation FBO at OPF is located near downtown Miami and provides premier services for business aviation travellers with approximately 350,000 square feet of hangar space, an executive terminal, and office facilities. Skyservice is at the forefront of the business aviation industry, with best-in-class facilities across North America. The company has been expanding in the US since 2021 and now has a presence at 12 airports.
Negotiating an essential infrastructure platform’s combination with an iconic luxury brand required a multidisciplinary legal framework and a collaborative approach, including leveraging intellectual property and financial services expertise. This will allow Skyservice and Fontainebleau Aviation to seize an expanded share of the private jet market. The novel infrastructure platform established positions the partnership as an industry leader in an era of rapid growth in business aviation. In addition, a framework was developed for the ongoing operation of OPF.
Linamar’s acquisition of Mobex Global’s propulsion-agnostic business
Aird & Berlis LLP (for Linamar Corporation)
Sagicor Financial Company Ltd.’s acquisition of ivari
Stikeman Elliott LLP (for Sagicor)
Torys LLP (for ivari)
Skyservice’s investment in Fontainebleau Aviation’s fixed-based operator at Miami Opa-Locka Executive Airport
McCarthy Tétrault LLP (for Skyservice)
Wonderfi, Coinsquare, and CoinSmart business combination
Cassels Brock & Blackwell LLP (for WonderFi)
Goodmans LLP (for Coinsquare)
Wildeboer Dellelce LLP (for CoinSmart)
M&A DEAL OF THE YEAR
Throughout the past year, M&A activity in Canada recorded notable deals despite setbacks in the unstable market. From the largest-ever completed transaction in the Canadian telecommunications industry to one of the largest public company offerings in Canadian energy in the past two decades, this year’s Excellence Awardees made their mark in the energy, mining, telecommunications, and alternative lending sectors with deal values ranging from $1 billion to $26 billion.
Among the awardees is Rogers Communications’ acquisition of Shaw Communications. Valued at $26 billion, the blockbuster transaction was the largest-ever completed transaction in the Canadian telecommunications industry and the largest-ever Canadian dollar issuance by a corporate issuer in Canadian market history.
This union melds two of Canada’s prominent communication companies with over 50 years of history. They have jointly invested over $40 billion in developing world-class networks in the past decade.
Goodmans, with a team led by Chris Sunstrum, acted as legal counsel for Rogers Communications. Davies, with a team led by Vincent Mercier and Brett Seifred, acted as legal counsel for Shaw Communications. Bennett Jones, led by Emrys Davis and Kyle Donnelly, acted on this deal as competition counsel for Videotron and Osler advised Quebecor with a team led by Niko Veilleux in the divestiture remedy deal that enabled the main transaction. McCarthy Tétrault, with a team co-led by Richard Higa and Noel Chow, acted as Canadian counsel to Bank of America Securities and Bank of America NA (Canada branch). Torys acted as counsel to the Rogers Control Trust. Dentons, with a team led by Bill Jenkins and Bill Gilliland, represented the Shaw Family Trust.
Cameco/Brookfield’s acquisition of Westinghouse Electric Company is another Excellence Awardee. McCarthy Tétrault advised Cameco, with a team led by partner David Lever. Stikeman Elliott, with a team led by David Weinberger and Sean Vanderpol, acted for Westinghouse Electric Company.
On November 7, 2023, Cameco Corporation and Brookfield Renewable Partners finalized and closed the acquisition of Westinghouse Electric Company, one of the world’s largest nuclear services businesses, from Brookfield Business Partners. With its institutional partners, Brookfield Renewable owns a 51 percent interest in Westinghouse, and Cameco owns 49 percent.
The deal involved an extensive international due diligence process entailing a target with operations in more than 19 countries in an industry with significant regulatory and ownership restrictions, the negotiation of detailed governance documentation, the negotiation of an equity purchase agreement, and complex structuring to address multi-jurisdictional tax considerations and the distinctive needs of the two acquiring consortium members and the seller.
Another Excellence Awardee is a deal nominated by three firms – the joint acquisition of Yamana Gold by Pan American Silver and Agnico Eagle Mines, valued at $6.59 billion. This deal is complex as it involved multiple bids for Yamana.
The acquisition added four additional mines and two new countries, Chile and Brazil, to Pan American’s existing portfolio, doubled its silver and gold production, and created the leading precious metal producer in Latin America.
BLG, led by Fred Pletcher, advised Pan American Silver, while Davies acted as legal counsel to Agnico Eagle Mines with Patricia Olasker as lead partner. Cassels, led by Mark Bennett, and Norton Rose Fulbright, led by Cathy Singer, assisted Yamana Gold.
The fourth Excellence Awardee is the $2.27 billion (US$1.7 billion) acquisition of Toronto-based alternative mortgage lender Home Capital Group by Smith Financial. The acquisition is led by First National Financial chair and co-founder Stephen Smith.
This acquisition marks a significant merger in Canada’s alternative lending sector, bringing together two major players under one umbrella. Torys, led by Rima Ramchandani and John Emanoilidis, acted as legal advisor to Home Capital Group. Jeffrey Singer led Stikeman Elliott’s legal team in advising Smith Financial.
The agreement contained deal protections and other relatively uncommon terms in the Canadian market. These terms include a purchase price adjustment, which provides that Home Capital shareholders would be entitled to an increase per share for every three-month delay in closing. This is also the first transaction in Canada where an individual was granted regulatory approval to acquire control of a mid-size bank in the country.
The fifth Excellence Awardee is Strathcona Resources’ acquisition of Pipestone Energy. Valued at $8.6 billion, this transaction made its mark in the energy landscape as one of the largest public company offerings in the Canadian energy sector in the past two decades.
Blakes, led by Olga Kary and Kevin Kerr, acted as legal counsel to Strathcona Resources. Alyson Goldman led the McCarthy Tétrault team in assisting Pipestone Energy. Bennett Jones, led by John Mercury and John Lawless, acted as legal counsel to River Pipestone, which is the largest shareholder of Pipestone Energy. Stikeman Elliott acted for Waterous Energy Fund with lead lawyer Leland Corbett.
This deal required the navigation of difficult legal issues, principally arising from the significant concentration of Pipestone shares held by a very small number of large institutional shareholders, each of whom had different views and approaches to the transaction.
The final Excellence Awardee in the M&A of the Year category involved TotalEnergies’ $5.5 billion sale of its Canadian oil and gas assets.
In April 2023, TotalEnergies and Suncor entered into an agreement wherein Suncor would acquire TotalEnergies Canada, including its shares in the Fort Hills oil sands project and the Surmont oil sands project and associated midstream commitments, for $5.5 billion (US$4.1 billion). This original transaction triggered a preemption right in favour of US-based ConocoPhillips to purchase the Surmont Interest.
In May 2023, ConocoPhillips notified TotalEnergies that it would exercise its preemption right, resulting in TotalEnergies Canada selling the Surmont Interest to ConocoPhillips for $4.03 billion (US$3 billion). Following ConocoPhillips’ exercise of its preemption right, TotalEnergies and Suncor renegotiated, which resulted in TotalEnergies selling the entirety of the shares of TotalEnergies Canada to Suncor for $1.47 billion (US$1.1 billion).
Torys, led by partners Derek Flaman and Craig Maurice, acted as legal counsel to TotalEnergies. Blakes, led by partners Chris Harris and Peter Keohane, assisted Suncor Energy. Osler advised ConocoPhillips with a team led by Janice Buckingham.
Cameco/Brookfield acquisition of Westinghouse Electric Company
Borden Ladner Gervais LLP
Goodmans LLP (for the independent directors of Brookfield Renewable Partners)
McCarthy Tétrault LLP (for Cameco Corporation)
Stikeman Elliott LLP (for Westinghouse Electric Company)
Torys LLP
Pan American Silver Corp. and Agnico Eagle Mines’ $6.59 billion joint acquisition of Yamana Gold Inc.
Borden Ladner Gervais LLP (lead counsel for Pan American Silver Corp.)
Cassels Brock & Blackwell LLP (for Yamana Gold Inc.)
Davies Ward Phillips & Vineberg LLP (lead counsel for Agnico Eagle Mines Limited)
Norton Rose Fulbright Canada LLP (for Yamana Gold Inc.)
Rogers Communications’ $26 billion acquisition of Shaw Communications
Bennett Jones LLP (competition counsel to Videotron)
Burnet Duckworth & Palmer LLP
Davies Ward Phillips & Vineberg LLP (lead counsel for Shaw Communications Inc.)
Dentons Canada LLP (for Shaw Family Trust)
Goodmans LLP (lead counsel for Rogers Communications Inc.)
Lax O’Sullivan Lisus Gottlieb LLP
McCarthy Tétrault LLP (for Bank of America NA and Bank of America Securities Inc. )
Osler, Hoskin & Harcourt LLP (lead counsel for Quebecor)
Torys LLP (for Rogers Control Trust)
Smith Financial Corporation’s US$1.7 billion acquisition of Home Capital
Stikeman Elliott LLP (for Smith Financial Corporation)
Torys LLP (for Home Capital)
Strathcona Resources’ $8.6 billion acquisition of Pipestone Energy
Bennett Jones LLP (for Riverstone Pipestone)
Blake Cassels & Graydon LLP (lead counsel for Strathcona Resources Ltd.)
McCarthy Tétrault LLP (for Pipestone Energy Corp.)
Stikeman Elliott LLP (for Waterous Energy Fund)
TotalEnergies’ $5.5 billion sale of its Canadian oil and gas assets
Blake Cassels & Graydon LLP (lead for Suncor Energy)
Osler Hoskin & Harcourt LLP (lead for Conoco)
Torys LLP (lead for TotalEnergies)