Representative Matters
Acted for Alexandria Minerals Corporation, a junior gold exploration and development company with a flagship property located in Val d’Or, Quebec, in connection with its entering into of a definitive arrangement agreement with Chantrell Ventures Corp. (“Chantrell”), its receipt of a “Superior Offer” from Agnico Eagle Mines Limited and its ultimate acquisition by O3 Mining Inc., the entity resulting from the completion of the acquisition of certain non-core assets of Osisko Mining Inc. by Chantrell.
Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a non-brokered private placement of flow-through units and non-flow-through units for aggregate gross proceeds of approximately $6.1 million.
Represented Morgan Stanley in Canada in connection with a US$143 million private placement of Senior Secured Notes of Ironshore Pharmaceuticals & Development, Inc., a wholly owned subsidiary of Highland Therapeutics Inc.
Represented the controlling shareholder of Bullfrog Power in its acquisition by Spark Power Corp.
Acting for a Canadian entity, its Colombian subsidiary and the Colombian principals of that entity in connection with its initial capital raising and cannabis-related operational activities. Subsequently acting for the Canadian entity in connection with its corporate and tax structuring activities to enter the German cannabis market.
Acting for a Canadian entity, its Uruguayan subsidiary and the U.S. and Uruguayan principals of that entity in connection with its initial banking and capital raising and cannabis-related operational activities.
Acting for a Canadian entity with operations focused in Israel in connection with its initial capital raising, joint venture, trademark and cannabis-related operational activities.
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.
Represented Morgan Stanley in Canada in connection with a US$200 million private placement of 13% Senior Secured Notes of Ironshore Pharmaceuticals & Development, Inc., a wholly owned subsidiary of Highland Therapeutics Inc.
Acted for shareholders of Fleetwood Metal Industries Inc., a successful Tier 1 automotive metal stamping, welding and assembly business with facilities in Ontario and Alabama, recently announced the completion of its sale to Milestone Partners, a U.S.-based private equity firm.
Acted for an American-based multinational company in connection with the sale of assets for approximately CAD$30 million and the entering into of long-term distribution agreements with a Canadian-based distributor.
Acted for Ecuador Gold and Copper Corp. in connection with its entering into a definitive arrangement agreement with Odin Mining and Exploration Ltd., with the resulting entity to be an emerging gold exploration company with a post-deal market capitalization of approximately CAD$198 million.
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.
Acted for a German manufacturer of Class B Recreational Vehicles 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 Texas-based energy investment firm in connection with the acquisition of public and private Canadian oil and oil services enterprises.
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.
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 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 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.
Represented GreenSpace Brands Inc. (TSXV: JTR) (“GreenSpace”), a developer, marketer and seller of premium natural food products, on the following transactions:
(a) its acquisition of Central Roast Inc., a manufacturer and distributer of all-natural healthy snacks, for $10.75 million, payable by way of cash, debt and equity. The acquisition has been completed in two stages, with the first 70% being acquired on closing and the second 30% being acquired 13 months following closing. With the completion of this acquisition, GreenSpace more than doubles its business. In conjunction with the acquisition, GreenSpace also completed a public equity offering of units for gross proceeds of over $8.9 million. Each unit consists of one common share and a half warrant, with each full warrant entitling the holder to purchase one common share in the capital of GreenSpace. The warrants were listed concurrently with the closing and are now trading on the TSXV under the symbol JTR.WT.
(b) its acquisition of Love Child (Brands) Inc. (“Love Child”), a producer of 100% organic food for infants and toddlers, for an aggregate purchase price of approximately $6 million, payable by way of cash, notes and equity. In conjunction with the acquisition of Love Child, GreenSpace closed two tranches of an unbrokered private placement for total aggregate proceeds of just under $2 million.
Represented Life Choices Natural Foods Corp. (“Life Choices”), a developer, marketer and vendor of premium convenience natural food products to consumers across Canada featuring premium convenience meat products made with a variety of combinations of grass fed and pasture raised meats (meat raised without the use of added hormones and antibiotics), in connection with the reverse take-over of GreenSpace Brands Inc. (“GreenSpace”, formerly Aumento Capital IV Corporation) (TSXV:JTR). The transaction was completed by way of a three-cornered amalgamation of Life Choices with GreenSpace and a wholly-owned subsidiary of GreenSpace. Immediately prior to the closing of the acquisition Life Choices completed a private placement led by Canaccord Genuity Corp. for gross proceeds of $5.3 million.
Represented Newcom Business Media Inc. (“Newcom”), a leading Canadian publishing company that specializes in B2B publishing of both print magazines and industry websites in the trucking, automotive aftermarket and mechanical contracting industries, in connection with the acquisition by Annex-Newcom Limited Partnership, a limited partnership between Newcom and Annex Business Media, of certain trade publications and related digital assets from Glacier Media Inc. for $19.65 million.
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 the shareholder vendors of Phase 4 Films group of companies, a leading full service independent studio in the United States and Canada, in connection with the share sale transaction with Entertainment One Ltd. (LSE:ETO), a leading international entertainment company that specializes in the acquisition, production and distribution of film and television content.
Represented Mevotech L.P. in an investment of growth capital from Penfund to help support its growth.
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 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.
Acted as Canadian counsel to the Kerry Group in connection with Kerry Group Financial Services (a subsidiary of Kerry Group) issuance of US$750 million 3.0% Notes due 2024, guaranteed on an unsecured and unsubordinated basis by Kerry Group PLC and certain of its wholly-owned subsidiaries. Also prepared the Canadian Offering Memorandum associated with the offering of the Notes in Canada.
Represented Galane Gold Ltd. (TSXV:GG), a gold producer and explorer with mining operations and exploration tenements in Botswana, in connection with its acquisition of Gallery Gold Pty Ltd. from IAMGOLD Corporation, its concurrent financing and its Qualifying Transaction, being the business combination with Carlaw Capital III Corp. (TSXV:CW).
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.
Represented numerous private and publicly listed companies in connection with equity and debt financings, and share purchase and asset purchase transactions.
Represented numerous publicly listed companies in connection with their continuous disclosure obligation, board governance and shareholder rights matters.
Represented numerous broker dealers and underwriters in connection with public and private equity and debt financings.
Represented numerous institutional and other investors in numerous equity (including preferred share, common share and convertible security) and debt (including debenture, note and convertible security) transactions.
Represented numerous financial institutions and other non-financial institution lenders in connection with numerous leveraged share purchase and asset purchase transactions.