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John D. Andrew

Partner Admitted to the Ontario Bar: 1982

John is a goal-oriented corporate lawyer who thrives on moving projects forward. He excels at helping foreign companies deal with Canadian regulations and Canadian companies deal with international hurdles. Often applying his background in mathematics to the strategic analysis of business and legal matters, John demonstrates a dedicated focus to finding solutions that advance his clients’ objectives.

John is a member of the firm’s Corporate/Commercial, Technology and Communications Groups. His practice covers a wide range of corporate, commercial and securities law matters, with a particular focus on mergers and acquisitions, corporate structures and reorganizations, and corporate finance. John has led numerous project teams in completing complex and multifaceted business transactions.

John has represented purchasers and vendors in the negotiation and structuring of business acquisitions. He has also acted for issuers, investors and investment bankers in private and public issuances and placements of equity and debt securities. He works with capital market participants and wealth management specialists, and assists with the planning and management of significant family trusts and investment funds.

Additionally, John advises emerging businesses in all aspects of their corporate structure, governance, financing, technology licensing and commercialization from the start-up phase through to eventual listing on public markets. He has frequently worked with inventors and financiers to bring life sciences technologies from the university setting to the public capital markets. John also assists public company clients with their ongoing governance, compliance and continuous disclosure requirements.

In recent years, John has been heavily involved in the establishment of a new entrant in the Canadian telecommunications market and in assisting its foreign investor with the rapidly evolving and uncertain Canadian policy and regulatory regime governing that sector.

Awards & Recognition

  • Received a BV rating from Martindale-Hubbell for legal ability as well as a very high adherence to the professional standards of conduct, ethics, reliability and diligence. 

Professional Involvement

Professional Activities

  • Corporate counsel to and serves as director and corporate secretary of several public and private companies

Memberships

  • Canadian Bar Association, Business Law Section

Community Involvement

  • Initiated a companion dog visiting program for elderly patients at the Baycrest Centre's chronic care unit

Representative Matters

Represented the special committee of Mettrum Health Corp.'s board of directors in connection with the acquisition of Mettrum by Canopy Growth Corporation.

Canadian legal advisor to Wind Telecomunicazioni S.p.A., a leading Italian telecommunications provider, and its wholly owned finance subsidiary, Wind Acquisition Finance S.A., in connection with their global private placement of dual tranche high-yield bonds comprising US$2.8 billion 7.375% Senior Notes due 2021 and €1.75 billion 7%  Senior Notes due 2021, in April 2014.
 
Canadian legal advisor to Wind Acquisition Finance S.A. and Wind Telecomunicazioni S.p.A. in connection with their global private placement of €500 million in high-yield bonds comprising €150 million Senior Secured Floating Rate Notes due 2019 and US$550 million 6.5% Senior Secured Fixed Rate Notes due 2020, in April 2013.
 
Canadian legal advisor to Softbank Corp., Japan’s second largest mobile communications company, in connection with its global private placement of high-yield bonds comprising US$2.485 billion 4.5% Senior Notes due 2020 and €635 million 4.625% Senior Notes due 2020,  in April 2013. 
 
Canadian legal advisor to Perstorp Holding AB, a global specialty chemicals producer based in Sweden, and its lead managers, Goldman Sachs International and J.P. Morgan, in connection with a US$1.08 billion global private placement of high-yield bonds comprising US$380 million Senior Secured Notes due 2017, €270 million Senior Secured Notes due 2017 and US$370 million in Second Lien Notes due 2017, in November 2012.
 
Canadian legal advisor to Jefferies and its affiliates as Sole Book-Running Manager in connection with a global private placement of €255 million 11.625% Senior Secured Notes due 2017 issued by KP Germany Erste GmbH (Klöckner Pentaplast), one of the world’s largest suppliers of rigid plastic film rolls and sheets,  in July 2012. 
 
Canadian legal advisor to Wind Telecomunicazioni S.p.A. and Wind Acquisition Finance S.A. in connection with their €500 million global private placement of high-yield bonds comprising €200 million 7.375% Senior Secured Notes due 2018 and US$400 7.25% Senior Secured Notes due 2018, in April 2012.
 
Canadian legal advisor to Wind Telecomunicazioni S.p.A. and Wind Acquisition Finance S.A. in connection with their  global private placement of €2.7 billion of dual tranche senior secured bonds comprised of €1.75 billion 7.375% Senior Secured Notes due 2018 and US$1.3 billion 7.25% Senior Secured Notes due 2018. This was the largest high-yield issue in the European markets in 2010.
 
Canadian legal advisor to Weather Investments S.P.A. in connection with its merger with VimpelCom Ltd. in October 2010 and the resultant change in ownership of Orascom Telecom Holding  S.A.E.  Advised on Canadian telecom regulatory aspects of transaction as it related to Orascom’s ownership interest in WIND Canada.
 
Canadian legal advisor to lead managers J.P. Morgan, BofA Merrill Lynch, Deutsche Bank, Goldman Sachs and Royal Bank of Scotland in connection with the global private placement of £500 million in high-yield bonds comprising £250 million 8.75% Senior Secured Notes due 2017 and US$425 million 8.375% Senior Secured Notes due 2017 issued by MU Finance plc (Manchester United) in January 2010.
 
Represented a Canadian investor group on a private placement purchase of preferred shares in Chinese cancer treatment centers through a wholly foreign owned entity (WFOE) structure.
 
Acted for a Canadian investor group in the purchase of shares in Chinese footwear company prior to its initial public offering on the TSX-V.
 
Canadian legal advisor to Novasep Holding S.A.S., a leading European provider of integrated manufacturing solutions to the pharmaceutical and life science industries in connection with its €370 million high-yield bond offering comprising €270 million 9.625% senior secured notes due 2016 and US$150 million 9.75% senior secured notes due 2016, in December 2009.
 
Canadian legal advisor to Wind Acquisition Finance S.A. and Wind Telecomunicazioni S.p.A. in connection with their €2.7 billion high-yield bond offering comprised of €1.25 billion and US$2 billion aggregate principal amount of 11.75% Senior Secured Notes due 2017, in July 2009. At that time, the transaction was reported by the “Financial Times” to be the second largest high-yield issuance in Europe and the largest in the European markets since October 2006.
 
Acted for Fralex Therapeutics Inc. on a plan of arrangement to effect the sale of its medical device development business to Baylis Medical Inc. in June 2009.
 
Lead Canadian counsel for Orascom Telecom Holding S.A.E. in connection with its investment in Globalive Investment Holdings Corp. (WIND Canada), including negotiation and restructuring of corporate group to participate in Advanced Wireless Spectrum auction, the acquisition of minority interests in the existing Globalive Communications wire-line business, financing arrangements for a new mobile wireless venture and advising on Industry Canada regulatory compliance.
 
Acted for an international investment dealer in numerous private placements for public and private companies in the mining, oil and gas, technology and biotechnology industries
 
Represented Foster Wheeler Inc., and its Canadian subsidiary Foster Wheeler Canada Ltd., with respect to NI 43-101 compliance in connection with the preparation of technical reports for the construction and development of a new potash mining facility in Saskatchewan.
 
Acted as counsel to Foster Wheeler Inc., a major U.S.-based oil field engineering and construction contractor and power equipment supplier, in its acquisition of oil field technology assets from a TSX-V listed company.
 
Lead counsel for Fralex Therapeutics Inc. from its early stages to its initial public offering on the TSX in February 2007.
 
Acted for Fralex Therapeutics Inc. in corporate and contract matters, and private placement financings prior to its IPO.
 
Counsel to Avaya Inc., a leading U.S.-based provider of business communications services, in its acquisition of a peer-to-peer technology developer for C$46 million.
 
Acted for Covalon Technologies Ltd., a biotechnology start-up out of the University of Toronto from inception to CPC qualifying transaction with a capital pool company to list on the TSX-V, including corporate structure, financing and governance, licensing technologies from government and university entities, commercialization of intellectual property and related manufacturing and distribution arrangements.
 
Acted for Novadaq Technologies Inc., a start-up medical imaging company through a series of venture capital financings and commercial arrangements prior to its initial public offering on the TSX.
 
Assisted the shareholder of a Canadian-based construction products company in a $70 million management buyout of the other retiring owners and managers.
 
Advised and assisted a receiver to negotiate and complete the sale of a medical device manufacturing plant to a provincial agency of the People's Republic of China, and subsequently retained by the same Chinese government agency to act on the purchase, dismantling, transport and reassembly of food processing facilities from Quebec to Heibei, China.
 
Acted as counsel for a family group in the sale and monetization of a family construction materials and aggregates business.
 
Represented the majority preference shareholders of Canadian Pacific Limited in their opposition to CP’s statutory plan of arrangement to spin off real estate assets in 1990 and subsequently through a series of plans of arrangement and reorganizations by Canadian Pacific over the following seven years, resulting in the successful conversion of Canadian Pacific Railway’s old 19th century perpetual preference shares.
 
Represented a start-up transportation company and its shareholders from initial structure and financing, through several share and asset acquisitions and ultimate sale to a public entity, including all regulatory approvals.
 
Advisor to emerging biomedical device companies in connection with financing, corporate structure and governance, licensing technologies from government and university entities, commercialization of intellectual property and related manufacturing and distribution arrangements.
 
Obtained Court approval and related Ontario Securities Commission orders for the revival of a dormant public mining company.
 
Acted for major Canadian financial institutions in the negotiation and documentation of secured loans for borrowers operating in Canada, the United States and internationally in a variety of industries.
 
Acted for a Canadian chartered bank in realizations of numerous limited partnership and residential condominium projects, and restructuring of a major real estate portfolio using distress preferred shares.

Selected Speaking Engagements

Panellist, TSX Venture Exchange Venture Success Workshops.

Selected Publications

Author, "TSX-V offers public venture capital for emerging businesses," The Lawyers Weekly, July 9, 2004.

Canadian Pacific Limited – 4% Consolidated Debenture Stock (A&B Blawg Brief). 

Education

  • Admitted as Solicitor, England and Wales, 1987 
  • BCL, McGill University, 1980 
  • LLB, McGill University, 1979 
  • BA (Hons.), Math and Economics, Queen's University, 1976