Representative Matters
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 the purchaser of an import, distribution and wholesale toy business on the completion of a $5.6 million purchase, as well as the associated acquisition and operating financing of that business by a Schedule I Bank.
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.
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.
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 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 National RV Communities LLC (now part of the Carefree Communities Inc.) in the completion of two acquisition transactions of vacation parks in Ontario. In Q3, 2013, we acted for this U.S. based client in connection with:
(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.
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.
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.
Acted as Canadian counsel to both OfficeMax Incorporated (NYSE: OMX) and Office Depot in connection with Canadian regulatory matters.
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.
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 Adira Energy Ltd. (TSXV: ADL) in its $11.1 million short form prospectus offering with a syndicate of agents co-led by GMP Securities L.P., Cormark Securities Inc. and Dundee Securities Ltd., and including Clarus Securities Inc., and FirstEnergy Capital Corp.
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.
Represented Auryx Gold Corp. (TSX:AUX) in a bought deal offering, including the exercise of an over-allotment option, with a syndicate of underwriters co-led by Macquarie Capital Markets Canada Ltd. and Jennings Capital Inc. and also including Canaccord Genuity Corp., Wellington West Capital Markets Inc., Cormark Securities Inc., GMP Securities L.P., and TD Securities Inc.
Advised Feronia CI Inc. ("Feronia CI"), a large-scale commercial agricultural company, in a brokered private placement of subscription receipts for aggregate gross proceeds of approximately $21 million. Additionally, advised Feronia Inc. (formerly G.T.M. Capital Corporation) ("Feronia") in a reverse takeover by way of an exchange offer and merger of Feronia CI with a wholly-owned subsidiary of Feronia. The common shares and warrants of Feronia commenced trading on the TSX Venture Exchange under the name "Feronia Inc." and trading symbols "FRN" and "FRN.WT".
Advised Wellington Financial LP, a privately-held specialty finance firm, in its $5 million venture debt financing for Real Matters of Toronto, Ontario. Real Matters is a leading provider of property information services in North America.
Assisted United Hydrocarbon Corporation (“UHC”) with its reverse take-over of United Hunter Oil & Gas Corp. (“UH”, formerly Vesta Capital Corp.) (TSXV: VES). The transaction was completed by way of a three-cornered amalgamation of UHC with a wholly-owned subsidiary of UH. Immediately prior to the closing of the acquisition, UHC completed a brokered private placement of units for aggregate gross proceeds of $9 million. The placement was led by Fraser Mackenzie Limited and included Hampton Securities Limited and Salman Partners Inc. UH holds a 65% membership interest in a limited liability company formed in California with oil exploration assets in the United States and conducts crude oil exploration in Canada and the United States.
Represented a private company (the "private co.") in connection with its reverse take-over of Auryx Gold Corp. (TSX: AYX). In connection with the reverse take-over, over 97.4 million subscription receipts issuable into an equal amount of common shares of the private co. were issued for gross proceeds of over $48.7 million. Concurrently, with the closing of the business combination, the private co. closed the acquisition of TEAL Namibia (B) Inc. from Teal Minerals (Barbados) Inc. pursuant to which the private co. acquired a 92% indirect interest in the Otjikoto Gold Project, a gold mining asset located in north-central Namibia, South Africa.
Represented George Forrest International Afrique S.P.R.L. in connection with its entering into a definitive arrangement agreement with Forsys Metals Corporation.
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 Cdn. $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 Cdn. $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 Cdn. $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 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 RMSenergy Dalhousie Mountain LP in its $89 million secured credit facility for the financing of a 51 megawatt nameplate capacity wind generation project comprised of 34-1.5 megawatt wind turbines currently under construction near New Glasgow, Nova Scotia. RMSenergy Dalhousie Mountain LP’s limited partners are Firelight Infrastructure Partners L.P. (whose limited partners are Dundee Realty Corporation and OPTrust Power Fund Holdings Inc.) and RMSenergy Ltd.
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 Energy (CG) Ltd. ("Energy"), a private British Virgin Islands company in the sale of its Spanish company to Saxon Oil Company ("Saxon") a TSXV listed company pursuant to which Energy acquired a majority interest in Saxon. As part of the sale and as a condition to closing Saxon and Energy cooperated in completing a private placement financing.
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 Falcon Oil & Gas Ltd. ("Falcon"), a TSXV listed company in connection with numerous private and public financings in which it raised aggregate gross proceeds of approximately CDN$400 million for its Hungarian and U.S. projects.
Represented Falcon Oil & Gas Ltd., in connection with its joint venture with Exxon Mobil Corporation ("Exxon") and MOL Hungarian Oil and Gas Plc ("MOL"), pursuant to which Falcon sold an interest in certain of its Hungarian oil and gas properties and entered into a Production and Development Agreement as well as a Joint Operating Agreement with Exxon and MOL. In addition, to Falcon’s receiving, under certain conditions, up to $150 million in cash, Exxon and MOL will, under certain conditions, expend up to an additional $150 million in the first two stages of development of Falcon’s Hungarian oil and gas properties.
Represented Falcon Oil & Gas Ltd., in its acquisition from PetroHunter Energy Corporation ("Petro") of a 50 percent working interest in Petro’s seven million acre prospect in the North Territory, Australia and a 25 percent working interest in five wells located within Petro’s 20,000 acre property in the Piceance Basin, Colorado. As part of the acquisition Falcon entered into production and development agreements as well as joint operating agreements for the production and development of these oil and gas properties.
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 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.