Representative Engagements

Notable experience includes:

• Agrium in its:
  • merger of equals with Potash Corporation of Saskatchewan Inc., a crop nutrient company, to create an integrated global supplier of crop inputs with an enterprise value of approximately $36 billion
  • successful proxy contest with JANA Partners LLC, whereby JANA Partners sought, but ultimately failed, to split Agrium's retail and wholesale businesses and replace five members of Agrium's Board of Directors with its own nominees. All of Jana's nominees were defeated
• Algoma Steel Inc., a Canada-based steel producer, in its combination with Legato Merger Corp., a New York-based special purpose acquisition company
• Aurora Cannabis in its acquisition of Reliva, a leading provider of hemp-derived CBD products in the United States
• AuRico Gold, a gold producer with mines and projects in North America, in its $1.5 billion merger of equals with Alamos Gold Inc., a gold producer that owns and operates the Mulatos Mine in Mexico and has exploration and development activities in Mexico, Turkey and the United States
• Baytex Energy, a Calgary-based oil and gas acquisition, development and production company, in its Cdn. $1.8 billion acquisition of Aurora Oil & Gas, an Australia-based oil and gas exploration and production company
• Benevity, Inc., a Canada-based corporate purpose cloud software company and a portfolio company of General Atlantic, in a strategic investment by Hg, a UK-based investor in software and services
• Birch Hill Equity Partners in the $2.3 billion sale of Shred-It International, a Canada-based secure information destruction services provider, to Stericycle, an Illinois-based medical waste management company
• Brookfield Asset Management, Inc., a Canada-based asset management firm, and Simon Property Group, an Indiana-based retail real estate ownership, management and development company, in their acquisition of certain assets of J.C. Penney Company, Inc., in connection with J.C. Penney’s chapter 11 case
• Caisse de dépôt et placement du Québec in its:
  • its $200 million minority investment in Zevia LLC, a California-based beverage company
  • its investment in Allied Universal, a Pennsylvania-based security services provider, valuing Allied Universal at more than $7 billion
  • the approximately $6.7 billion acquisition of Sedgwick, a Tennessee-based provider of technology-enabled risk, benefits and integrated business solutions, by funds Carlyle Group, CDPQ and Stone Point Capital from KKR
  • its $4.3 billion joint acquisition, with KKR, of USI Insurance Services, a New York-based insurance brokerage and consulting firm, from Onex Corporation, a Canada-based private equity firm, and its affiliates
• Cenovus Energy, a Canada-based integrated oil company, in its:
  • $23.6 billion ($18 billion) combination with Husky Energy, a Canada-based integrated energy company
  • $17.7 billion ($13.3 billion) acquisition of ConocoPhillips’ 50% interest in the FCCL Partnership, the companies’ jointly owned oil sands venture, as well as its acquisition of the majority of ConocoPhillips’ Deep Basin conventional assets in Alberta and British Columbia
• The Special Committee and the Board of Directors of Dominion Diamond Corporation, a Canada-based diamond mining company, in the $1.2 billion acquisition of all of Dominion’s outstanding common shares by an entity affiliated with The Washington Companies, a Montana-based group of privately held North American mining, industrial and transportation businesses
• Driven Brands, a North Carolina-based automotive franchise company engaged in providing aftermarket services and  a portfolio company of Roark Capital, in its acquisition of Clairus Group, a Canada-based provider of automotive glass distribution, replacement, and claims management solutions
• Empire Company Limited, a Canada-based company in the food retailing and related real estate businesses, in its acquisition of Farm Boy, a Canada-based food retailer, from Berkshire Partners, for a total enterprise value of $800 million
• Intertape Polymer Group Inc. in its $2.6 billion sale to an affiliate of Clearlake Capital Group
• Jamieson Wellness Inc., a Canadian health and wellness company, in its proposed acquisition of Nutrawise Health & Beauty Corporation, a California-based innovator, manufacturer and marketer of premium supplements under the youtheory brand
• Lundin Mining, a Canada-based metals company, in its:
  
  • Cdn. $1.4 billion ($1.1 billion) unsolicited offer to acquire Nevsun Resources Ltd., a Canada-based base metals company
  • approximately $1.1 billion sale of its indirect interest in the Tenke copper project in the Democratic Republic of Congo to an affiliate of BHR Partners, a China-based private equity firm, and China Merchant Bank
  • $1.8 billion acquisition of 80 percent ownership stake in the Candelaria and Ojos del Salado copper mining operations from Freeport-McMoRan Inc.
• Mitel Networks Corporation, an Ottawa-based, Nasdaq-listed unified communications company focused on enterprise customers, in its:
  • approximately $2 billion sale to an investor group led by affiliates of Searchlight Capital Partners, L.P.
  • $530 million acquisition of ShoreTel, a California-based communication solutions providers
• Navacord Inc., a leading Canadian insurance brokerage, in its leveraged recapitalization led by existing management shareholders and Madison Dearborn Partners, a leading private equity firm based in Chicago
• Ontario Teachers’ Pension Plan:
  • in its follow-on equity investment in TierPoint, a Missouri-based provider of cloud, colocation and managed services
  • in its acquisition alongside FountainVest Partners, a Hong Kong-based private equity firm, of The Pure Group, a Hong Kong-based fitness and yoga center operator and wellness brand
  • as selling shareholder alongside Providence Equity Partners, a Rhode Island-based asset management firm, in the sale of Ascend Learning, LLC, a Massachusetts-based provider of educational content, software and analytics solutions, to funds managed by Blackstone and Canada Pension Plan Investment Board
  • and RedBird Capital Partners Management, LLC, in its investment in Compass Datacenters, LLC, a Texas-based designer and developer of single-tenant data centers
  • in its investment in US Farm Trust, a New York and Texas-based institutionally backed private REIT
• Osisko Gold Royalties, an intermediate precious metal royalty company, in its Cdn. $1.125 billion acquisition of a high-quality precious metals portfolio of assets consisting of 74 royalties, streams and precious metal offtakes, from Orion Mine Finance Group, a New York-based mining-focused private equity business
• Ovintiv, a Denver-based energy producer with assets in the United States and Canada in its:
  • activist campaign by, and settlement agreement with, Kimmeridge Energy Management Company, LLC.
  • corporate reorganization, which included completing a 5 for 1 share consolidation, redomesticating from Canada to the United States and rebranding under the name Ovintiv Inc.
  • $7.7 billion acquisition of Newfield Exploration Company, a Texas-based oil and gas company
  • $7.1 billion acquisition of Athlon Energy Inc., a Texas-based independent exploration and production company. This transaction is the largest announced purchase of a U.S. crude and natural gas producer by a Canadian company to date
• Pretium Resources Inc., a Canada-based intermediate gold producer, in its C$3.5 billion sale to Newcrest Mining Limited, an Australia-based gold producer
• Sandler Capital Management in connection with the $2 billion sale of Xplornet Communications, a Canada-based broadband service provider and portfolio company of Sandler, to Stonepeak Infrastructure Partners
• Score Media & Gaming, Inc., a Canada-based digital media and sports betting and technology company, in its $2 billion sale to Penn National Gaming, Inc., a Pennsylvania-based owner and operator of casinos and racetracks
• Shopify Inc., a provider of internet infrastructure for commerce, in its $2.1 billion acquisition of Deliverr, Inc., a California-based fulfillment technology provider
• The Stars Group, a Canada-based provider of technology-based products and services in the global gaming and interactive entertainment industries, in its acquisition of Sky Betting & Gaming, a UK-based provider of online sports betting, from CVC Capital Partners, for an enterprise value of approximately $4.7 billion
• Tricon Capital Group in its:
  • $300 million investment in the company by a syndicate of investors led by Blackstone Real Estate Income Trust, Inc.
  • $1.4 billion acquisition of Silver Bay Realty Trust
• Turquoise Hill Resources Ltd., a Canada-based mining company, in the proposed $6.6 billion sale to Rio Tinto International, its controlling shareholder
• Yamana Gold Inc., a Canada-based precious metals producer, in its $6.7 billion sale to Gold Fields Ltd., a South Africa-based diversified gold producer

Capital Markets

Notable experience (since 2012) includes:

• ATS Automation in offerings of debt securities totaling $600 million
• Agrium in offerings of securities totaling $3 billion
• Underwriters in offerings of securities totaling $2.24 billion by AltaGas
• Aritzia in offerings of equity securities totaling $1.07 million
• Underwriters in offerings of high yield debt totaling $1 billion by Athabasca Oil Corporation
• Baytex Energy in offerings of securities totaling $2.97 billion
• Underwriters in offerings of equity securities totaling $745 million by Bombardier
• Caisse de dépôt et placement du Québec in offerings of debt securities totaling $4 billion
• Canadian Natural Resources in offerings of debt securities totaling $6.3 billion
• Canadian Pacific Railway in offerings of securities totaling $5.93 billion
• Underwriters in offerings of high yield debt totaling $350 million by Canbriam Energy
• Cenovus Energy in offerings of securities totaling $9.15 billion
• Underwriters in offerings of equity securities totaling $1.72 billion by Crescent Point Energy
• Underwriters in the initial public offering of $172.5 million of common shares by CPI Card Group
• Underwriters in offerings of securities totaling $10.57 billion by Enbridge
• Ero Copper in an offering of high-yield debt totaling $400 million
• Underwriters in offerings of equity securities totaling $1.42 billion by Franco-Nevada
• The Hudson’s Bay Company in offerings of securities totaling $791 million
• Underwriters in offerings of debt securities of $2 billion by Husky Energy
• IAMGOLD in offerings of securities totaling $1.5 billion
• Underwriters in the initial public offering of $169.1 million of common stock by Ivanhoe Electric
• Lundin Mining in offerings of securities totaling $1.6 billion
• Underwriters in offerings of debt securities totaling $3.75 billion by Manulife Financial
• Methanex in offerings of debt securities totaling $2.6 billion
• New Gold in offerings of securities totaling $1.8 billion
• Ovintiv in offerings of equity securities totaling $2.14 billion
• Underwriters in offerings of securities totaling $601 million by Paramount Resources
• Underwriters in offerings of high yield debt totaling $1.15 billion by Precision Drilling
• Pretium Resources in offerings of securities totaling $370 million
• Underwriters in offerings of high yield debt totaling $1.35 billion by Quebecor Media
• Score Media and Gaming Inc. in its initial public offering of $186 million of Class A Subordinate Voting Shares
• Underwriters in offerings of equity securities totaling $6.97 billion by Shopify
• Underwriters in offerings of equity securities totaling $1.88 billion by Sprott Physical Platinum and Palladium Trust, Sprott Physical Gold Trust and Sprott Physical Silver Trust
• Suncor Energy in offerings of securities totaling $4.72 billion
• Teck Resources in offerings of debt securities totaling $4.55 billion
• Telus in offerings of debt securities totaling $8.79 billion
• Underwriters in the initial public offering of $1.064 billion of subordinate voting shares by Telus International
• The Province of Alberta in offerings of investment grade debt totaling $13.24 billion
• The Star’s Group in offerings of high yield debt totaling $1 billion
• Underwriters in offerings of securities totaling $24.5 billion by TransCanada
• Underwriters in offerings of high yield debt totaling $3.1 billion by Videotron
• WestJet Airlines in its $400 million debt offering
• Wheaton Precious Metals (formerly known as Silver Wheaton) in offerings of equity securities totaling $1.43 billion
• Yamana Gold in offerings of securities totaling $1 billion

Arbitration, Litigation and Restructuring

Notable experience includes:

• AbitibiBowater Inc. (now Resolute Forest Products) and certain of its U.S. and Canadian subsidiaries as U.S. bankruptcy and securities counsel in their complex U.S. chapter 11 and Canadian insolvency proceedings
• An ad hoc committee of bondholders of Quebecor Inc., a printing company with operations in North America, Europe, Latin America and India, in successfully emerging from protection under the CCAA in Montreal and Chapter 11 in New York
• Aeterna Zentaris Inc., a Canadian/German pharmaceutical company and its senior officers in the successful dismissal with prejudice of a putative class action regarding a stock drop after the company published disappointing results of an FDA Phase 3 trial of perifosine
• A Canada-based oil and gas company's captive insurer in a dispute with its reinsurance carrier regarding property damage coverage for a Gulf of Mexico oil platform destroyed by Hurricane Ike
• A large Canadian independent crude oil and natural gas producer's captive insurer in an arbitration against their reinsurer regarding a dispute arising out of damages at an off-shore oil platform. The panel rejected the reinsurer's defenses, finding that our clients were entitled to complete coverage under the policy 
• CP Ships Ltd. and several of its officers and directors in securities class actions arising out of the company's restatement of its financial statements. We obtained dismissal of U.S. class actions filed against the company, then, while on appeal, settled the matters on a class-wide basis for U.S.$1.3 million. The settlement was approved by the District Court and affirmed by the 11th Circuit Court of Appeals
• Dominion Diamond in the dismissal of a putative shareholder class action alleging negligent misrepresentation, breach of fiduciary duty and quasi-appraisal arising out of Dominion’s $1.2 billion acquisition by The Washington Companies
• An ad hoc committee of noteholders in a cross-border restructuring of Essar Steel Algoma
• FieldTurf USA in defense of a nationwide multidistrict product defect and consumer fraud litigation brought by school districts, municipalities and private entities related to the company’s sale of allegedly defective turf products
• Harlequin Enterprises Limited, a romance novel publisher, in defense of an alleged breach of contract and unjust enrichment. Plaintiffs' claims arise from royalties earned on the sale of e-books that were originally published prior to the advent of digital publishing technology. The United States District Court for the Southern District of New York, dismissed the complaint, with prejudice, for failure to allege an actionable breach or unjust enrichment. The United States Appellate Court for the Second Circuit subsequently affirmed the dismissal of four of the five claims in plaintiffs' complaint
• Hollinger International Inc. (now Sun-Times Media Group Inc.) in a trial establishing that Lord Black breached his fiduciary duties by selling control of Hollinger without benefiting Hollinger's public shareholders. The Delaware Court of Chancery enjoined Lord Black from selling control of the company and upheld the adoption of the "poison pill" designed by our team
• Millar Western in the restructuring of its debt and recapitalization pursuant to a Plan of Arrangement
• Oilsands Quest Inc. and several of its current and former officers and directors in a securities class action in the Southern District of New York
• Performance Sports Group (formerly known as Bauer Performance Sports Ltd.), a leading developer and manufacturer of sports equipment and apparel with products marketed under the BAUER, MISSION, MAVERIK and EASTON brand names, among others, in connection with all aspects of its Chapter 11 case, including a proposed sale of substantially all of its assets through an auction process and the negotiation of a purchase agreement with a proposed third-party stalking horse bidder
• Pretium Resources Inc., a Canadian mining company and several of its senior officers and directors in a securities class action in the Southern District of New York
• Progressive Moulded Products Limited and its affiliates, as lead U.S. counsel in the company's U.S. and Canadian cross-border bankruptcy cases
• Ruby Life Inc. (Ashley Madison) in connection with multi-district class action lawsuits stemming from a highly publicized intrusion and data breach
• Taseko Mines in the successful prosecution of claims for injunctive relief against dissident shareholders for misleading disclosures in violation of section 13(d)
• The Cash Store Financial, a Canadian provider of alternative financial products and services, and certain of its senior officers and directors in a securities class action in the Southern District of New York
• Turquoise Hill Resources (formerly known as Ivanhoe Mines) and certain of its officers and directors in the dismissal of a putative securities class action lawsuit in the Southern District of New York asserting damages based on alleged misstatements about TRQ's financial performance arising out of a change to revenue recognition practices by its partially owned subsidiary, SouthGobi Resources, Ltd.