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Martin Kovnats

Partner* Admitted to the Ontario Bar: 1979
*Practising as a professional corporation

Martin is Chair of the Aird & Berlis Mergers & Acquisitions/Private Equity Group; Co-chair of the firm's International Group; and a member of the firm's Capital Markets, Corporate/Commercial, Mining and Telecommunications Groups. He advises cannabis companies on cross-border transactions.

He practises primarily in the areas of merger and acquisition activities, capital markets matters such as takeover bids, public and private debt and equity financings, and other corporate commercial matters. He has extensive experience in cross-border and multinational matters abroad (principally in the US and the UK), advising clients (buyers, sellers, financiers and advisers) on various mergers and acquisitions, corporate finance and corporate governance matters. Martin has extensive experience in advising participants in mid-market activities as well as mines and mineral finance and acquisition. He frequently advises international clients on doing business in Canada. 

Martin has lectured at a number of professional seminars and is frequently interviewed by leading industry publications on mergers, acquisitions, securities, corporate commercial law and cross-border issues. He has also written articles on acquisitions, equity investments and securities laws. Martin is a past member of the Securities Advisory Committee, a committee appointed by the Ontario Securities Commission to advise on policy and regulation.

Awards & Recognition

  • Appears in Chambers Global: The World's Leading Lawyers for Business as a Recognized Practitioner in the area of Corporate/M&A
  • Appears in Chambers Canada: Canada's Leading Lawyers for Business in Corporate/Commercial: Ontario
  • Recommended in The Legal 500 Canada for his expertise in the practice area of Corporate and M&A
  • Recognized as a leader in Capital Markets by three Who's Who Legal publications: The International Who's Who of Capital Markets Lawyers, The International Who's Who of Business Lawyers and Who's Who Legal: Canada
  • Recognized in The Best Lawyers in Canada in Mergers & Acquisitions Law
  • Received the highest rating for legal ability as well as an extremely high adherence to the professional standards of conduct, ethics, reliability and diligence by Martindale-Hubbell Law Directory
  • Named to the Martindale-Hubbell Bar Register of Preeminent Lawyers for earning the highest level of professional skill and integrity in the Martindale-Hubbell Law Directory
  • Listed as one of the leading corporate mid-market lawyers in the Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada
  • Included in The Canadian Legal Lexpert Directory as a leading lawyer in the area of Corporate Mid-Market
  • Listed in the Lexpert Leading Canadian Lawyers in Global Mining Special Edition

Professional Involvement

Professional Activities

  • Member of the following International Bar Association Committees: Professional Ethics Committee (Chair); Closely Held and Growing Business Enterprises; Corporate and M&A Law; Securities Law Committee; Mining Law Committee and the Alternative Business Structures Committee.
  • Member of the Editorial Board, The Canadian Institute Mergers & Acquisitions Journal
  • Member of the Market Trends Subcommittee, Mergers & Acquisitions Committee, American Bar Association

Memberships

  • International Bar Association
  • American Bar Association
  • Securities Advisory Committee, Past Member

Representative Matters

Represented XYPRO Technology Corporation, a leading data security and encryption firm located in southern California, in connection with its acquisition of all of the issued and outstanding equity of Marlon Software Corporation (the “Marlon Acquisition”), a Canadian software developer and licensing company based in the Greater Toronto Area. The Marlon Acquisition was financed through an initial all-cash payment and the issuance of a promissory note to the Marlon’s vendors payable over the course of five years.

Represented Prospect Capital Management LP in connection with an add-on share acquisition by Prospect’s controlled portfolio company Mity, Inc. of Orem, Utah. The acquisition was completed by Mity, Inc. of the business currently carried on under the business name ‘Holsag Canada.’ The acquired business is a leading provider of multipurpose room furniture and specialty seating.

Acted for a Canadian private equity fund in the financing of a securities registrant which was acquiring a portfolio of managed accounts with approximately $3.5 billion of client accounts and assets and more than 70 registered advisors. The initial financing was advanced by way of debt pending regulatory approvals to convert the debt to equity. The transaction required documentation for both debt and equity as well as regulatory approvals.

Acting for Zochem Inc. in connection with the CCAA filing of Horsehead Holding Corporation.

Acted for a New York-based merchant bank in connection with the acquisition, restructuring and financing of three steel plants in two separate transactions in Ontario. The proposed equity commitment was greater than $500 million. The restructuring liability being affected was close to $3 billion. The proposed bid included arrangements with other lenders. The bid for one of the entities was the chosen bid. Unfortunately the transaction did not proceed.

Acted for M1 Petroleum Limited in connection with the sale of common shares to Oando Energy Resources Inc.

Acted for Erwin Hymer Group North America, Inc. in connection with the acquisition (and related European and local financing) of Roadtrek. Aird & Berlis LLP acted as Canadian counsel.

Acting for the New York City office of an international firm in connection with the up to US$300 million equity capital raise to finance a newly-formed Canadian entity which was to hold all the Brazilian gold assets of a Canadian public company.

Acting for an American public entity to forestall a proposed unwanted business combination by a Canadian public entity.

Acting for an American private company in connection with its proposed combination with a Canadian public company for approximately CAD$30 million.

Acting for a Taiwanese public entity with nine-month sales in excess of US$22 billion in connection with litigation in Canada.

Acting for an Asian entity in connection with a business combination of a strategic Canadian public entity with annual global revenue in excess of US$550 million. The parties are currently considering competition activities.

Acting for a Texas-based energy investment firm in connection with the acquisition of public and private Canadian oil and oil services enterprises.

Acting for multiple long-time clients (mainly domestic) in establishing employee incentive programs, especially phantom equity plans.

Acting as general counsel to a long-established branded U.S.-based international consumer products company providing Canadian legal advice with respect to distribution and licensing, employment matters and litigation.

Acting for a California-based web/Internet company to acquire a strategic Canadian business.

Acted for an Italian client in connection with its proposed acquisition of a Canadian-led business for approximately CAD$30 million.

Acted for Berry Plastics in the acquisition of Avintiv Inc., which makes materials used in products ranging from diapers to disinfectant wipes, for approximately US$2.45 billion in cash from Blackstone Group. Berry Plastics’ financial advisers are Credit Suisse and Barclays, while Bryan Cave is its legal adviser. Aird & Berlis LLP acted as Canadian counsel.

Acted for a U.S. client providing financing for three potential acquisitions in the downstream energy distribution sector.

Since June 2015, acted for a New York City-based client in connection with a number of PIPE transactions in Canada (for an aggregate amount in excess of CAD$200 million) as well as maintaining its ownership portfolio in more than 15 Canadian public entities.

Acted for a British international law firm in connection with the establishment and registration of its Canadian representative office and then its closing.

Acted as Canadian counsel to C.R. Laurence Co. Inc., a leading global manufacturer and distributor of architectural glass based in Los Angeles, in connection with its sale to Oldcastle Building Envelope for US$1.3 billion.

Acted for a selling family group of a privately held entity for about $60mm, to a U.S. buyer with a comprehensive pre-sale tax plan. A&B implemented the tax plan, which required the sale of all the operating assets to a newly formed limited partnership, with a subsequent sale to the newly formed Canadian subsidiary of the U.S. buyer, as well as a capital reorganization.

Represented Raymond James & Associates, Inc. in connection with the preparation and delivery of a fairness opinion to the Special Committee of the board of directors of Pethealth Inc. (“Pethealth”). Total cash consideration of approximately $100 million was paid by Fairfax Financial Holdings Limited for Pethealth’s common and preferred shares and options.

Represented Mevotech L.P. in an investment of growth capital from Penfund to help support its growth.

Represented the family owners of a large telecommunications company on the completion of a $160 million indirect sale of their business through an auction process.

Represented Nucap Industries Inc. in the refinancing of its global manufacturing businesses in Canada, the U.S., Spain, Ireland and Luxembourg with an amended and restated credit agreement and a revised lending syndicate. The global security package of the lending syndicate was confirmed and renewed.

We previously assisted this client in its acquisitions of U.S.-based Anstro Manufacturing, Inc. and Eyelet Tech Inc., Canadian-based Gunn Metal Stampings Inc. and China-based QVC. The acquisitions were completed on November 19, 2009 and resulted in the combination of two of the most innovative companies in the brake pad components industry. This further globalized Nucap's platform to better support its customers in the Americas, Europe and Asia. The transactions were completed through simultaneous share and asset purchases. We have also acted for Nucap and its affiliates in connection with licensing matters, distribution matters and executive compensation matters, as well as financings and refinancings.

Represented an offshore family in connection with its private placement investment in a Canadian entity which, in turn, financed the acquisition and commercial operation of energy-related assets off the west coast of Africa. The Canadian legal services included finalizing the subscription agreement and the securities documents. A&B also managed the process and documentation necessary to resolve timing issues related to the coincident acquisition of the energy assets.

Represented National RV Communities, LLC (now part of Carefree Communities Inc.) in connection with the North America-wide US$800 million refinancing of a recreational-based real estate portfolio. In addition, in Q3, 2013, we acted for this U.S.-based client in connection with the completion of two acquisition transactions of vacation parks in Ontario:

(a) the acquisition, structuring and financing of the Sherkston Shores property for approximately CAD$90 million. We worked with U.S. counsel in the simultaneous acquisition of Florida and Ontario properties from the same seller group with combined cross-border cross-collateralized financings. The matter value was $90 million; and

(b) the acquisition of 13 Ontario properties from 14 sellers within one ownership group for approximately CAD$33 million with combined cross-border, cross-collateralized financings. The matter value was $33 million. This transaction closed in January 2014.

We acted for the purchaser in both transactions, which included not only the acquisition of the real estate (challenging in its own right due to the complexity of the titles as well as involving more than 20 parcels and over 16 municipal requirements), but also the tax reorganization needed by the sellers. In the midst of the Sherkston Shores transaction, the buyer itself was acquired, which meant that the acquirer of the buyer and its counsel and its lenders and their counsel were now actively involved in every aspect of the transaction and we became involved in the acquirer’s financing. Since these were cross-border transactions, ultimately with an American REIT owning non-U.S. real estate, the U.S. REIT rules for ‘good’ and ‘bad’ income had to be managed.

Acted for an international law firm in connection with its potential expansion into Canada when it was considering the establishment of a relationship with a law firm to be newly formed with lawyers from a failing Canadian law firm. Our role included:

(a) researching and advising with respect to potential liability to the international firm from clients, creditors and other persons with a relationship with the failing Canadian law firm, including potential informal restructuring or liquidation proceedings;

(b) advice with respect to naming rights and protections;

(c) preparing and revising draft documentation regarding the nature and scope of the relationships, including mutual rights and obligations; and

(d) considering financing and tax implications of the relationship.

The strategic relationship documentation involved the global management and the North American leadership of the international law firm. There was no formal dollar amount agreed, but the capital required was estimated to be significant. The strategic value to the international firm was the establishment of a footprint in Canada, where up to this time it had not had any formal representation. The transaction did not proceed.

Represents the Electrum Group in connection with its maintenance and its large and economically valuable positions in numerous Canadian public resource companies. We have:

(a) continued to maintain and monitor the portfolio and the various regulatory requirements;

(b) advised with respect to additional offerings, corporate governance issues, and potential sale and lock-up matters;

(c) considered board representation and ‘acting jointly or in concert’ related questions;

(d) been engaged to consider and advise on investment in entities in which the investor does not have a current investment; and

(e) have also considered various potential new investments and advised in connection therewith ranging from $10 million to over $400 million.

Represented Electrum Strategic Resources LLC in a US$60 million private placement acquisition of 46,153,847 units created and issued by NovaGold Resources Inc. (the "Company") (TSX: NG, NYSE Alternext: NG). The units were sold for gross proceeds of US$60 million. Each unit consists of one common share of NovaGold and one common share purchase warrant of NovaGold. The net proceeds of the financing were used to repay certain outstanding principal and interest owing under an existing bridge loan, to finance continuing exploration and development activities in Alaska and in British Columbia, and to further examine, develop and, if warranted, re-activate a mine near Nome, Alaska and for general corporate purposes.

Represented Eiffage Travaux Publics S.A.S., a large French public company focused on the construction industry, which is actively considering a series of mid-market acquisitions in Canada in complementary industries as a method of entering North America.

Represented the family owning the vast majority of Canada’s largest off-airport and only national car park company, Park’N Fly, in the recently completed sale of their parking business assets, including all real estate used in connection with the business located in Montreal, Ottawa, Toronto, Edmonton and Vancouver, along with goodwill and other operating assets, to a joint venture led by Cheung Kong Infrastructure Holdings Limited and Cheung Kong (Holdings) Limited, both companies whose shares are traded on the stock exchange of Hong Kong, each owning a 50% interest. Park’N Fly provides off-airport car park solutions in Toronto, Montreal, Edmonton, Ottawa and Vancouver. It operates its off-airport car park business in Vancouver through a joint venture and licenses its brand name to the Halifax International Airport Authority (“HIAA”) for use in HIAA’s off-airport car park. After winning an auction process conducted by the sellers’ financial advisors with assistance by the Ontario counsel to the seller, the purchasers’ joint venture, acquired the national business assets and operations as well as the license agreement with HIAA. The acquisition included two separate transactions, one for the assets and business located in Canada (other than Vancouver), which was owned entirely by entities controlled by one family and one for the assets and business located in Vancouver, which was owned by the same family together with another seller equally.

Represented Prospect Street Capital, a large, New York-based private equity firm with investments throughout the world (primarily the Americas), on the following transactions:

(a) a transaction in Q2 2013, targeted to be approximately $130 million, which was not successful;

(b) the acquisition of MITY Enterprises, Inc., a market-leading provider of multipurpose room furniture and specialty healthcare seating in Q3, for about $43 million;

(c) commencing in 2013, a share exchange transaction by way of plan of arrangement for a value of approximately US$325 million; and

(d) assisted with a fourth transaction where Prospect is providing additional financing to a borrower to which it has already advanced more than US$150 million to facilitate a cross-border M&A transaction. The additional financing is approximately US$165 million.

Represented Post Foods on a number of transactions. In addition to assisting Ralcorp in buying Post Foods and later spinning it out to Ralcorp shareholders, we maintained and expanded our relationship with Post Foods by acting for them on the following transactions:

(a) in Q3, 2013, we acted for Post in the unsuccessful $200 million acquisition of a Canadian entity; and

(b) in Q4, 2013, we acted for Post when it agreed to buy Golden Boy Foods Ltd. from affiliates of private equity firm Tricor Pacific Capital Inc. and other shareholders for $320 million. This transaction closed in early 2014.

These were cross-border transactions: the buyer was American and the target was a Canadian entity with American operations. Immediately after closing, the target’s American assets were moved to American ownership so that the circumstance of an American entity owning a Canadian entity that owned an American entity was avoided. The transactions were completed on February 1, 2014.

Represented CIT Lending Corporation, an administrative agent to a syndicate of internationally recognized banks, including itself, in connection with an initial five-year term loan. The loan was advanced more than six years ago and was finally repaid in Q2 2013. The borrower and its various subsidiaries, including a professional sports team, an arena holding corporation, the ticketing entity, and the concession entity, provided extensive security to the lenders, all of which was subject to the governing body of the particular professional sport. As additional collateral, a pledge of a 59% majority interest in a Canadian public corporation was given. When realization became a reasonable possibility, steps were commenced to realize on the shares of the Canadian public company. As a defensive measure, the public company created and implemented a shareholder rights plan, announced corporate changes, and announced a proposed public offering of units of shares and warrants of the public company. All such actions required review and response by the lenders.

Represented Hecla Mining Company (NYSE: HL) in connection with its proposed takeover bid for the equity and near equity of U.S. Silver Combination following the announcement of U.S. Silver Corporation’s proposed share-exchange merger with RX Gold & Silver Inc. The process undertaken by Hecla included approaches to U.S. Silver to consider a business combination by way of plan of arrangement. Hecla then launched a combined hostile takeover bid and proxy solicitation of U.S. Silver Corporation. Applications and subsequent court hearings were held to consider certain matters and applications were successfully made to securities regulatory authorities for certain relief. The matter included court proceedings to attempt to delay the vote on the competing offer (which was not successful) as well as a successful application to the Ontario Securities Commission for an order of a nature not previously issued.

Aird & Berlis LLP acted for a selling family group of a privately held entity for about $60mm, to a U.S. buyer with a comprehensive pre-sale tax plan. This successful mid-market mandate was won after competition. A&B implemented the tax plan, which required the sale of all the operating assets to a newly formed limited partnership, with a subsequent sale to the newly formed Canadian subsidiary of the U.S. buyer, as well as a capital reorganization.

Represented Integrated Grain Processors Co-Operative Inc. (the “Co-operative”), an Ontario co-operative with more than 840 members, and its wholly owned subsidiary, IGPC Ethanol Inc. in numerous areas including equity organization; financing and refinancing; creation of a trading market; regulatory matters; land acquisition; and construction.

In acting as general counsel to Integrated Grain Processors Co-Operative Inc. and its wholly owned subsidiary, IGPC Ethanol Inc., we advised on its financing, regulatory approvals and material contracts, as well as on ongoing regulatory compliance and disclosures, including:

(a) we initially advised on creating a corporate structure to facilitate the debt financing of more than $70 million to a syndicate led by Societe Generale (New York office), which facility was subsequently repaid by a combination of principal reductions and refinancing from other lenders;

(b) we advised on all of the material contracts to build and manage the ethanol production facilities (more than 15 material contracts);

(c) we advised and continue to advise on all gas distribution regulated matters in front of the Ontario Energy Board – five contested hearings;

(d) we established the first trading platform in Canada for shares of a co-operative;

(e) we also refinanced the original debt financing to facilitate future growth and capital distributions; and

(f) we represented Integrated Grain Processors Co-operative Inc. and its newly incorporated wholly-owned subsidiary IGPC Ethanol Inc. in the completion of the financing necessary to design, develop, build and operate a 150 million litre ethanol production facility in Aylmer, Ontario. A more than $100 million senior credit facility was provided by a syndicate of lenders. In addition, the financing included support from the federal government under its ethanol expansion program administered by Natural Resources Canada and support from the Ontario Provincial Government under OMAFRA. All material agreements were settled with various parties in addition to settling the credit agreement and related security documentation.

Represented Entertainment One Income Fund (formerly ROW Entertainment Income Fund), a major distributor of home entertainment products, in connection with a number of transactions, including:

(a) the sale of all of its Canadian and US operations to Earl Street Capital Ltd., a company whose shares are to be admitted for trading on the alternative investment market ("AIM") operated by the London Stock Exchange. The purchase price is approximately $190 million and the cash portion will allow cash to be received by unitholders of Entertainment One of approximately $3.60 per unit;

(b) the acquisition of Koch Entertainment, a U.S. based independent record, music publishing and distribution company as well as an independent video label distributor, together with its Canadian assets for a purchase price of US$80 million. The transaction creates one of North America's largest suppliers of pre-recorded music and videos for the home entertainment industry with combined revenues of approximately CAD$675 million. The transaction required the reorganization of certain business units of ROW to facilitate the maintenance of ROW as a Canadian business income trust with significant non-Canadian operations. The transaction was funded in part from the proceeds of a CAD$70 million public offering of subscription receipts in Canada through a syndicate of underwriters, a private placement of US$20 million of units of the Fund to the sellers and from the proceeds of an amended, restated and increased CAD$83 million credit facility entered into with a Canadian chartered bank;

(c) the acquisition of all of the operations of Video One Canada Ltd., a subsidiary of Standard Broadcasting Corporation Limited. The purchase price of approximately $74 million was paid 50% in cash and with the issuance of 3.7 million units of ROW. The cash portion of the purchase price was financed with new term credit facilities that, in addition to a new working capital facility, are provided to ROW by The Bank of Nova Scotia. The combined enterprise forms one of Canada's leading distributors of home entertainment products, including CDs, DVDs and multiplatform video games; and

(d) an initial public offering of Fund Units for aggregate proceeds of $131 million. The public offering included the acquisition of the business and assets of Records on Wheels Limited and CD Plus Partnership which included a wholesale and fulfillment business, 102 retail stores and secondary markets throughout Canada. In addition to the acquisition, the transaction also included a tax deferred exchangeable share structure as well as a subordination structure to ensure that the public receives its anticipated yield on the Fund Units prior to certain stakeholders receiving their yield.

Represented Extreme Fitness in connection with its recent restructuring and sale. We had been acting for the majority equity stakeholders of Extreme Fitness for many years. Due to financial statement presentation matters, which materially incorrectly presented the financial health of the business, the viability and value of the business became untenable. A restructuring attempt including senior secured lenders, the secured subordinate lenders and the equity stakeholders was not successful. The business was ultimately sold to GoodLife Fitness Centres in the context of proceedings commenced by Extreme Fitness under the Companies’ Creditors Arrangement Act.

Represented the court appointed receiver manager of the Farley Windows group.

Represented DZ Equity Partner GmbH, a Germany-based private equity firm, in the strategic acquisition of Landes Canada and its wholly owned subsidiary Landes Hong Kong.  Landes is a private manufacturer of belts, labels and leather products for the clothing industry and consumer goods retailers and has operations in Quebec, Canada and Hong Kong.  The transaction was a strategic acquisition for the DZ Equity portfolio merging the Landes Canada operations with their former European counterparts from over 50 years prior.  The acquisition was completed using a  tax-efficient acquisition structure to introduce the Canadian and Hong Kong operations to DZ Equity’s global portfolio.

Represented Liquidation World Inc. in connection with the consideration of various strategic alternatives resulting in a sale of all of its outstanding shares to Big Lots, Inc. by way of a plan of arrangement. Under the terms of the agreement, Big Lots acquired all outstanding shares of Liquidation World, thereby acquiring Liquidation World's 89 Canadian stores in the process. This transaction was completed on July 18, 2011.

Represented Ralcorp Holdings, Inc., a leading US manufacturer and supplier of private label food products, including cereals, crackers, cookies, dressings, syrups, jellies, sauces, snack nuts and candy, in a number of acquisitions, including:

(a) the acquisition of the shares of J.T. Bakeries Inc., a leading manufacturer of high-quality private label and co-branded gourmet crackers in North America for customers in Canada, the U.S. and the U.K. with annual net sales of approximately US$38.5 million. On the same day, Ralcorp acquired the shares of North American Baking Ltd. (formerly known as PL Foods Ltd.), a leading manufacturer of premium private label specialty crackers in North America with annual net sales of approximately US$56.7 million. The transactions were completed on May 28, 2010;

(b) the acquisition of Sepp's Gourmet Foods Inc., a leading manufacturer of frozen breakfast foods for the retail and food service sectors with annual net sales of approximately US$29.3 million. Sepp's will continue its operations in Delta, British Columbia and Richmond Hill, Ontario. This transaction was completed on June 25, 2010;

(c) the acquisition of Kraft Foods’ Post cereals unit, North America’s third largest, whose brands include Honey Bunches of Oats, Pebbles, Shreddies, Spoon Size Shredded Wheat and Post Raisin Bran. The transaction included stock valued at US$1.65 billion and Ralcorp assuming US$960 million in debt making the transaction value approximately US$2.6 billion. The transaction was effected through an exchange offer related to a split off transaction of Kraft’s Post cereal business. In the transaction, the shares of Ralcorp delivered as partial consideration for the acquisition of the Post cereal business were issued to Kraft. The Ralcorp shares issued to Kraft were used by it to buy back some of its own shares and distributed the rest to the remaining Kraft shareholders;

(d) its purchase of Western Waffles, a maker of private-label frozen griddle products. British Columbia-based Western Waffles has operations at three manufacturing plants in Canada, which have about 370 employees. The aggregate purchase price was in excess of US$80 million; and

(e) represented Bremner Food Group, Inc., a wholly-owned subsidiary of Ralcorp Inc. (NYSE), in connection with the acquisition of certain tangible assets, inventory and trademarks from the receiver of Beta Brands Inc., based in London, Ontario. Beta carried on business using various trade names such as "McCormick's" and "Champagne" from its location in London for almost 100 years. The purchased assets relate solely to the bakery business, the products of which were sold under brand names, including ''Champagne." In addition to the preparation of the usual commercial documents, there were contested court proceedings to consider the interests of certain stakeholders.

Represented Life Technologies Corporation on the sale of its interest in its mass spectrometry business to Danaher Corporation for US$450 million in cash. Danaher also acquired the balance of the mass spectrometry business from Life Technologies’ joint venture partner, MDS Analytical Technologies, a division of MDS Inc. The transaction was completed in January 2010. Life Technologies is a global biotechnology tools company providing premier systems, consumables, and services for scientific researchers around the world. Life Technologies was created by the combination of Invitrogen Corporation and Applied Biosystems, Inc. in November 2008. The California-based company employs approximately 9,500 people, with a presence in more than 100 countries. The company owns approximately 3,600 patents and exclusive licences, and has annual sales of more than $3 billion.

Represented Talon Merchant Capital (“Talon”) and its affiliates in the purchase of a significant equity stake in Liquidation World Inc. (“LQW”). Talon acquired $7.6 million worth of shares of LQW partly for cash and partly as payment of the consideration for the purchase by LQW of Talon’s complementary U.S. wholesale business.

Represented CIT Financial Ltd., a syndicate member, in connection with the acquisition of Q9 Networks Inc. by CDC Acquisition II Corp., a transaction sponsored by ABRY Partners, VI, L.P. in a senior debt facility totaling $120 million, which syndicate was led by TD Securities (USA) LLC.  The senior debt facility was part of a larger financing involving both senior subordinated and subordinated debt.

Represented Cansolv Technologies Inc., a developer of “scrubbing” technologies to capture industrial gas emissions in connection with the sale of 100% of their shares to Shell Global Solutions International B.V.  Assisted Cansolv and its board of directors in considering various strategic options available to Cansolv and structuring a sale transaction which the board of directors could recommend to more than 45 shareholders of Cansolv.  Also assisted in the completion of the closing of the transaction.

Represented a Brazilian concern who sold one of its properties in Brazil to a Canadian operation in consideration of cash and a significant equity interest in the Canadian acquiror.

Represented BMO Capital Markets in connection with the preparation of a formal valuation with respect to the proposed privatization of Clearwater Seafoods Income Fund.

Represented NexInnovations Inc., one of Canada’s largest technology integrators, in successfully completing on December 29, 2006 a restructuring and plan of compromise under the Companies’ Creditors Arrangement Act (Canada) in a process which commenced with a court filing on August 10, 2006. At the time of seeking protection from its creditors NexInnovations had annual sales in excess of $500 million and employed more than 1,200 employees throughout Canada. On the date of receiving court protection NexInnovations was indebted to creditors for more than $70 million, comprising more than $40 million owing to secured creditors and the balance owing to other stakeholders. The restructuring included negotiations and accommodations with various senior lenders and unsecured lenders; the entering into of infrastructure outsourcing arrangements; the establishment of a new credit facility; the provision of short term working capital financing; the reallocation of the labour force, plant and facilities; as well as coming to arrangements with various other stakeholders including suppliers, customers and other business partners.

Represented certain managers and other holders of small equity stakes in connection with the initial public offering of Resolve Outsourcing Business Income Trust. This was a transaction whereby an income trust was formed for the purpose of acquiring an organization which immediately prior to closing completed a significant acquisition. The two businesses that were combined to form the business operations owned by Resolve had managers and other persons as holders of small amounts of equity. Advised all of the managers and small equity holders in connection with their obligations under the underwriting agreement, exchange agreement, investment agreement, etc.

Represented an underwriting syndicate led by Research Capital Corporation in connection with an initial public offering of common shares of Comnetix Inc.

Represented an underwriting syndicate led by BMO Nesbitt Burns in connection with CML Health Care Inc.'s $1.28 billion reorganization. BMO Nesbitt Burns was the financial advisor to CML, advising on the fairness from the financial and structural points of view of the reorganization. Also represented an underwriting syndicate led by BMO Nesbitt Burns in connection with a secondary offering of trust units of CML Healthcare Income Fund for aggregate proceeds of $369 million.

Represented Stackpole Limited in its agreement to be acquired by Tomkins plc of London, England in a take-over bid for an aggregate amount of $331 million after having acted in connection with the IPO of Stackpole and its ongoing Canadian legal service requirements previously.

Represented Atlas Cold Storage Holdings Inc.  (formerly Associated Freezers) in connection with its acquisition of Atlas, a domestic exchangeable share structure, and numerous debt and equity financings. Also acted in connection with the acquisition of 14 additional public warehouses in the United States for $200.0 million and a public offering by Atlas Cold Storage Income Trust of 9,803,000 Trust Units for aggregate proceeds of $113.2 million and an amended senior credit facility aggregating in excess of $206.5 million.

Selected Speaking Engagements

Participated as a session co-chair on the topic of "Departures from and lateral hires into law firms," at the International Bar Association's Annual Conference – Washington, September 22, 2016.

Participated as a session co-chair on the topic of "Revolving door conflicts - the movement of lawyers or groups of lawyers between firms," at the Biennial IBA Latin American Regional Forum Conference - March 11, 2016.

Presented to Grant Thornton on "Tax and Corporate Issues on Canada-U.S. M&A" - November 2015.

Participated in cross-border tax and M&A matters in Toronto and New York with Jones Day in Q2 2015.

Presented twice on October 8, 2015 in Vienna at the IBA. As part of the Closely Held and Growing Business Enterprises Committee, co-chaired panel on “Managing Change in the Family Owned Business: The Use of Family Councils and Their Effect.” Also co-chaired panel on “Martial Arts Ethics: The Offensive Use of the Rules of Professional Conduct” as part of the Professional Ethics Committee.

Organized and participated in numerous video conferences about trends in North American Capital markets with U.S. law firms such as Skadden, Arps, Slate, Meagher & Flom LLP; Morrison & Foerster LLP; Kirkland & Ellis LLP; Jones Day LLP; Bryan Cave LLP; and Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Presented to Collins Barrow on "Tax and Corporate Issues on Canada-U.S. M&A" - June 15, 2015.

Presented to BDO on "Tax and Corporate Issues on Canada-U.S. M&A" - May 19, 2015.

Presented to EY on "Tax and Corporate Issues on Canada-U.S. M&A" - April 28, 2015.

Delivered a lunch and learn presentation to EY regarding private mid-market M&A -  January 2015.

Participated in a panel on “Current Issues Relating to Mid-Market M&A and Succession in Canada” sponsored by a Big 4 accounting firm - Toronto, June 25, 2014 (webcast) and November 5, 2014 (in-person presentation).

Participated as a co-chair and convenor of a four-committee panel on "Eat, Pray, Represent Me: Are You My Client and Do I Owe You a Duty?" at the International Bar Association's annual conference - October 22, 2014.

Participated in a Corporate M&A Law Committee panel on “The Growing Importance of Corporate Immigration and International Employment Law in Transactions: Getting it Right When Moving Personnel Between Entities, in-country or Across Borders” at the International Bar Association’s annual conference - October 10, 2013.

Participated in a Corporate Law Section panel on “Closely Held and Growing Business Enterprises Committee – Private Company Financing: Top Issues for the Entrepreneur's Negotiation with a Private Equity Sector” at the International Bar Association’s annual conference - October 7, 2013.

Participated in a Corporate Law Section panel on “Closely Held and Growing Business Enterprises Committee – Breaking up is hard to do: the private entrepreneur in their mid-life crisis” at the International Bar Association’s annual conference - Ireland, September 30, 2012.

Participated in an Intellectual Property, Communications and Technology Section on “The ‘Double Irish’ and its progeny – IP and technology holding companies” at the International Bar Association’s annual conference - Ireland, September 30, 2012.

Participated in a Corporate Law Section panel on “Closely Held and Growing Business Enterprises Committee – Fund Raising for Family and Private Businesses in the Middle East” at the International Bar Association’s annual conference - Dubai, October 30, 2011.

Participated in a Corporate Law Section panel on “Closely Held and Growing Business Enterprises Committee - Corporate Governance in Family-Owned Enterprises – Creating Tomorrow’s Enterprises from Today’s Prevention and Planning” at the International Bar Association's annual conference - Vancouver, October 6, 2010.

Participated with Jeffrey Merk in a conference focusing on Mergers & Acquisitions for the Mining Industry entitled "Utilizing New and Existing Legislation to Your Advantage When Structuring an M&A Deal" - Toronto, December 1, 2008.

Participated in a conference focusing on Forming and Investing in Private Equity Funds on a panel on "Negotiating LP Agreements: Avoiding Disasters with Win-Win Partnerships" - Toronto, June 15, 2007.

Participated with Jeffrey Merk in the 8th annual Due Diligence Conference entitled "Due Diligence for Directors" - Toronto, January 18, 2007.

Participated in a panel on "Forming International Joint Ventures" with speakers from New York, Chile, Hong Kong, Madrid and Mexico City at the International Bar Association's annual conference - Chicago, September 2006.

Participated in the 6th Annual Securities Compliance Conference entitled "Best Practices in Continuous Disclosure" - Toronto, September 2005.

Participated in the American Bar Association conference entitled "Controlled Auctions: Practitioners' Experiences" - Nashville, April 2005.

Participated in the 8th Annual Due Diligence conference entitled "Integrating the Legal and Business Side of Due Diligence" - Toronto, February 2005.

Participated in the Mergers & Acquisitions Conference entitled "Anatomy of an M&A Deal" - Toronto, April 2004.

Participated in the 4th Annual Securities Compliance Conference - Toronto, September 2003.

Participated in a seminar offered by Orenda Corporate Finance Ltd. entitled "What to Sell – Assets or Shares?".

Has lectured at a number of professional seminars on securities, commercial law and cross-border issues.

Selected Publications

Co-author, "Canadian Chapter," Securities Finance, published by Getting the Deal Through, 2016 and 2017.

Coordinator and editor, "The marketing and advertising of legal services," Business Development: A Practical Handbook for Lawyers, published by Globe Law and Business Ltd. for the International Bar Association, 2016.

Co-author, "Canadian Public Target Mergers & Acquisitions Deal Points Study (For Transactions Announced in 2013 & 2014)," published by the Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association's Business Law Section, 2015.

Co-author, "Proposal for Bringing ULCs to Ontario," Corporate Financing, Volume XX, No. 2, 2015.

Co-author, "Alternative business structures – primer for future discussion,” Professional Ethics and Multidisciplinary Practices joint committee newsletter – Newsletter of the International Bar Association Public and Professional Interest Division, September 2015.

Co-author, "Proposed Amendments to the Rules Regulating Take-Over Bids in Canada," Securities Law Bulletin, April 2, 2015.

Co-author, "Ontario Securities Regulation: Are Canadian Market Participants Allowed to Be "Big Boys"?" Corporate Financing, Volume XIX, No. 2, 2014.

Co-author, "2013 Canadian Public Target Mergers & Acquisitions Deal Points Study," A Project of the Mergers & Acquisitions Market Trends Subcommittee, Mergers & Acquisitions Committee of the American Bar Association's Business Law Section, 2013.

Co-author with Jack Bernstein, "Purchase and Sale of a Canadian Business," Tax Notes International.

Co-author with Bernie McGarva, Angela Swan and Jennifer A. Wainwright, "BCE Decided by Supreme Court of Canada - A Debt Really Is Just A Debt," Aird & Berlis LLP BCE Decision Newsletter.

Co-author, "International MBO: Canada," CorporateUK.

Co-author, "Integrating the Legal & Business Side of Due Diligence," 7th Annual Due Diligence Strategies for Successful Transactions Conference, Toronto.

Co-author, "The Lawyer's Role in Canadian Midmarket Mergers & Acquisitions," Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada.

Co-author, "Limited Liability for Unitholders of Ontario Public Income Trusts."

Co-author, "Utilizing Twenty First Century Technology to Facilitate Due Diligence in Corporate Financings," Corporate Finance, Volume XI, No. 1.

Co-author, "Utilizing Twenty First Century Technology to Facilitate Due Diligence in Friendly Mergers & Acquisitions," Mergers & Acquisitions in Canada, published by Crosbie & Company Inc.

Co-author, "Dealing with the OSC and Other Regulators: Current Priorities and Disclosure Requests," 5th Annual Securities Compliance Conference, Toronto.

Co-author, "International Due Diligence in the Stackpole Limited Acquisition: A Target's Perspective," Due Diligence Conference, Toronto.

Author, "Northern Lights" (Martin Kovnats discusses the direction of the Canadian market), Mergers & Acquisitions.

Co-author, "Understanding the Priorities of the OSC: An examination of Recent Regulatory Developments," 4th Annual Securities Compliance Conference, Toronto.

Author, "Not in Kansas Anymore" (Martin discussed Sarbanes-Oxley), Mergers & Acquisitions.

Co-author, "Continuous Disclosure: Regulatory Developments," Securities Compliance Conference.

Contributing Editor, Corporate Finance, Federated Press.

Co-author, "Control Blocks - An Overview of Securities Regulation in Canada," In Brief Magazine.

Co-author of a chapter for the book The Canadian Investment Banking Review, published by McGraw-Hill Ryerson.

Author of numerous articles on equity investments, and acquisitions and securities laws.

Insights

Publications Article Nov 09, 2015 Ontario ULCs - Proposal for bringing ULCs to Ontario

Education

  • Admitted to the Manitoba Bar, 1976
  • LLB, University of Manitoba, 1975
  • BA, University of Manitoba, 1972