- Awards & Recognition
- Professional Involvement
- Representative Matters
- Selected Speaking Engagements
- Selected Publications
Sam is a problem solver. Drawing on his years of experience and pragmatic nature, he addresses clients’ financing and lending issues both in Canada and abroad. He has a reputation for finding practical solutions for difficult problems and is always striving to make deals work for all parties involved. He is an expert in Caribbean banking and, with great local connections, is a go-to advisor for many of North America’s largest financial institutions active in the region.
Sam is a member of the firm's Financial Services Group and has extensive experience in project finance, syndicated lending, asset-based lending, restructuring, leasing, derivatives, asset-backed commercial paper, structured finance and carbon trading. Focusing on unusual, often multi-jurisdictional, secured lending transactions, he provides corporate, regulatory and transactional advice to some of the largest financial institutions in North America. Sam has extensive experience in drafting and commenting on over-the-counter swap documentation and other bespoke derivative transactions.
He began his career with the law department of one of Canada's leading commercial banks and later transitioned into the banking, restructuring and structured finance areas of private practice. He has strong understanding of business as well as the accounting, tax and regulatory environments in which his clients work.
Sam’s broad experience and practical approach allow him to provide proactive and effective advice to clients in all areas of financial services. He has developed an expertise in assisting financial institutions restructure exposures to struggling resorts, hotels and other hospitality-related businesses in the Caribbean.
Awards & Recognition
- Recognized in The Canadian Legal Lexpert Directory as a leading lawyer in the area of Banking & Financial Institutions
- Recognized in The Best Lawyers in Canada in Banking & Finance Law
- Named as an Acritas Star
- TOROG (Toronto Opinions Group)
- CALCA (Caribbean Association for Law and Court Administration)
- American Bankruptcy Institute
- Canadian Bond Investors' Association
Acted for Linamar Corporation in the completion of a $550 million private placement of senior unsecured notes.
Assisted KeyBanc Capital Markets Inc., with its US$285 million cross-border financing for HR Ottawa, L.P., in connection with the redevelopment of the Hard Rock Hotel and Casino.
Acted for an English global conglomerate on Canadian aspects of its global refinancing, which involved a US$150 million secured syndicated revolving credit facility and over US$1 billion in notes in several tranches which participated in the security to some extent. The transaction included the issuance of a “fair summary” opinion with reference to certain Canadian aspects of the disclosure materials relating to the notes.
Advised an American private equity fund in relation to its acquisition of a distressed Canadian company. The distressed company had significant exposure to defined benefit pension plans and required advice on how to approach that issue.
Advised a Canadian farm cooperative in financing a major expansion of its processing operations, the debt portion of which amounted to approximately $85 million from a club of lenders all with intersecting security.
Represented the special committee of Booth Centennial Healthcare Linen Services’ board of directors in connection with the sale of all or substantially all of its assets to Ecotex Service Corporation in partnership with Fengate Capital Management.
Acted for an Ontario hospital in negotiating and documenting a $190 million loan to fund its local share of a PPP financing which funded the design and building of a state of the art hospital.
Acts for a syndicate of Canadian banks in the $200 million financing of an innovative Canadian public corporation designed to facilitate the borrower’s continuing global growth.
Acted for a Canadian private equity fund in the financing of a securities registrant 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 part of the debt to equity, which has now occurred. The transaction required documentation for both debt and equity as well as regulatory approvals.
Represented National RV Communities LLC (now part of the Carefree Communities Inc.) in the completion of two acquisition transactions of vacation parks in Ontario. 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; 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.
Advised the lender to the successful bidder in connection with the Billy Bishop Toronto City Centre Airport Pedestrian Tunnel project.
Advised the lenders to the successful bidder for the acquisition of South West Detention Centre project in Windsor, Ontario.
Advised international clients with the acquisition, structuring and financing of property for approximately CD$90 million in Ontario.
Led teams acting for borrowers regarding Canadian aspects of multinational operating loan syndication and high yield debt issuance in transactions aggregating to more than US$1 billion.
Led restructuring of project financing in excess of $100 million for a major Caribbean resort for a syndicate of lenders.
Led restructuring for several properties in Jamaica, Aruba and Trinidad and Tobago.
Led $130 million syndicated acquisition financing for successful Canadian entrepreneur facilitating expansion into Europe, the United States and China.
Led bank financing of Ottawa Senators Hockey Club for a syndicate of domestic and international lenders.
Advised various participants in financing greenfield expansion opportunities including taking or giving security over tangible and intangible assets as well as material contracts and rights thereunder.
Assisted institutional investors in the restructuring of asset-backed commercial paper exposure.
Advised lenders and borrowers on a number of aircraft finance transactions.
Advised borrowers and lenders in the project financing of the construction and operation of several cogeneration projects in Ontario and the Caribbean.
Advised international clients in the restructuring of the non-bank asset backed commercial paper market in Canada.
Working with other members of the firm in exploring emissions trading initiatives.
Selected Speaking Engagements
“Cross-Border and Other Issues in Canada’s Cannabis Sector,” CIBC Presentation, July 2019.
“Cross Border Issues, Lending and Insolvency in Canada’s Cannabis Sector,” RBC Presentation, June 2019.
“Trump, Tomahawks and Trade,” The Risk Management Association’s Annual Meeting of the Senior Workout Officers in Canada, June 2017.
"Unique Challenges Faced by Creditors and Other Stakeholders Involved in Resort Insolvencies in the Caribbean Region," ABI Cross-Border Insolvency Program, November 2016.
Sam has written several articles related to the asset-backed commercial paper market, the credit crisis of 2007 as well as a series of articles on carbon trading. His paper titled "Credit Crisis and Commercial Lending" prepared for the Canadian Institute and another paper titled "The CDS Contagion," published in The National Banking Law Review, June 2009 edition explored the roots of the credit crisis of 2007. He has also written extensively on the challenges faced by international lenders when realizing on security in the Caribbean region and on emerging issues faced by accounting firms in public company mandates. Sam has recently spoken on the Trump Presidency and Trade to the Restructuring Management Association and has started a blog on the NAFTA negotiations.
- LLB and MBA, Dalhousie University, 1983
- BA (Hons), Dalhousie University, 1978