Canada

M&A

Fortis
Representation of Fortis Inc., a leader in the North American electric and gas utility business, in its US$11.3 billion acquisition of ITC Holdings Corp., the largest independent electric transmission company in the US, based in Novi, MI.

Brookfield Asset Management
Representation of Brookfield Asset Management in its CAD 4.3 billion acquisition of Enercare Inc., one of North America’s largest home and commercial services companies, providing residential energy infrastructure, including water heaters, heating, ventilation and air conditioner rentals.

CDPQ
Representation of Caisse de dépôt et placement du Québec in connection with its US$500 million minority investment in Mexican pharmaceutical business Sanfer. The investment, one of the largest minority private equity transactions in Mexico, enables Sanfer to accelerate its growth, both organic and through future acquisitions, across Mexico and Latin America.

PROJECT FINANCE

FortisBC
Representation of FortisBC with respect to the development and financing of the US$400 million Phase 3 and 4 expansion of its natural gas liquefaction and export project located on Tilbury Island at Delta, British Columbia, Canada, including the acquisition of a controlling equity interest in the facilities by two Asia-based LNG companies.

Stolt LNGaz
Representation of Stolt LNGaz with respect to the development and financing of a proposed natural gas liquefaction and export project, including two liquefaction trains (each with an annual production capacity of up to 1 million tonnes of LNG), a storage unit with capacity for 50,000m3 LNG and loading and transportation facilities, all to be located at Becancour, Quebec, Canada.

Aurora Solar portfolio
Representation of MUFG Bank, Mizuho Bank and SMBC, as mandated lead arrangers, lenders in the US$410 million project financing of the Aurora portfolio of nine photovoltaic solar energy generation projects with an aggregate capacity of 450 MWp in Ontario, Canada to be acquired by a subsidiary of Mitsubishi Corporation, Osaka Gas and Sharp Corporation.

Vert Orange portfolio
Representation of JBIC and the commercial banks in the CAD 617.2 million (US$462 million) financing of a portfolio of five wind and solar projects located in British Columbia and Ontario, Canada, being developed by Engie, Mitsui and a financial sponsor. This transaction was JBIC's first project financing in Canada.

CAPITAL MARKETS

NOVA Chemicals
Representation of NOVA Chemicals Corporation in connection with its US$575 million Rule 144A/Regulation S senior notes offering, along with a tender offer, consent solicitation and subsequent redemption in full of NOVA Chemicals' existing notes. NOVA Chemicals is a plastics and chemical company headquartered in Calgary, Canada.

Ivanhoe Mines
Representation of Ivanhoe Mines Ltd. in the US$575 million convertible senior notes offering. Ivanhoe is a Toronto Stock Exchange–listed mining company that focuses on advancing its three principal joint-venture projects in Southern Africa.

Nouveau Monde Graphite
Representation of Nouveau Monde Graphite Inc. in its US$59.36 million IPO and NYSE listing of common shares. Nouveau Monde, a pre-development-stage mining company targeting commercial operations by 2023, is working towards developing a fully integrated source of green battery anode material in Quebec, Canada.

Largo Resources
Representation of Credit Suisse Securities (Canada), Inc. and Morgan Stanley Canada Limited in a Rule 144/Regulation S secondary offering of common shares of Largo Resources Ltd., a Canadian mining company listed on the Toronto Stock Exchange. Additionally, we advised the initial purchasers on an offering of US$150 million in aggregate principal amount of 9.250% senior secured notes due 2021 of Largo Resources Ltd.

ARBITRATION

Energy royalty dispute
Provincial government in a royalty dispute against multiple oil and gas companies, including two majors. The multi-year dispute was heard in an UNCITRAL arbitration that culminated in a complete victory for our client, including an award of costs and fees.

Gold Reserve Inc. v. Bolivarian Republic of Venezuela (ICSID Case No. ARB(AF)/09/1)
Representation of Gold Reserve in a long- running ICSID arbitration against Venezuela under the Canada-Venezuela BIT relating to one of the world’s largest undeveloped gold/copper deposits. In a unanimous award, the tribunal found that the Venezuelan government had acted unlawfully in violation of the BIT in terminating the project and awarded Gold Reserve more than US$740 million in damages, representing the fair market value of the development rights, interest and legal costs.

Gabriel Resources Ltd. and Gabriel Resources (Jersey) v. Romania (ICSID Case No. ARB/15/31)
Representation of Gabriel Resources Ltd. and its indirectly wholly owned subsidiary Gabriel Resources (Jersey) Ltd. in an ICSID arbitration against Romania under applicable BITs concerning Romania's de facto expropriation of Gabriel's rights to and sizable investments principally in the Roşia Montană gold mining project in Romania. The project encompassed one of the largest gold deposits in the world.

Red Eagle Exploration Limited v. Republic of Colombia (ICSID Case No. ARB/18/12)
Representation of Canadian mining company Red Eagle Exploration Limited, as claimant, in an ICSID arbitration seated in Washington, DC under the Canada-Colombia Free Trade Agreement. The dispute involves claims concerning the Colombian Constitutional Court's decision to ban mining operations in part of Red Eagle Exploration Limited's 352-hectare Vetas gold mine.

TRADE

Large Canadian conglomerate
Representation of a Canadian conglomerate in various antidumping duty (ADD) and countervailing duty (CVD) proceedings in the United States covering imports of softwood lumber from Canada. 

Marmen
Representation of Marmen, a Québec-based manufacturer, in US trade litigation involving imports of utility-scale wind towers from Canada (used for wind turbines). 

DEBT FINANCE

Ya YA Foods
Representation of Entrepreneurial Equity Partners in connection with the financing for its acquisition of Ya YA Foods Corp. The facility comprised a CAD 117 million first-lien credit agreement and US$21.5 million in initial principal amount of mezzanine notes.

Leading Canadian coal exporter
Representation of a leading Canadian producer and exporter of steelmaking coal in connection with secured and unsecured term loan facilities in an aggregate principal amount of CAD 120 million under the Canadian Large Employer Emergency Financing Facility program, and related amendments to its Senior Secured Notes Indenture and Revolving Credit Agreement.

Term loan agreement for Canadian company
Representation of Sumitomo Mitsui Banking Corporation, as administrative agent, lender and mandated joint lead arranger and joint bookrunner, in connection with an amended and restated CAD 500 million term loan agreement.

Concordia International Corp.
Representation of an ad hoc group of secured creditors to Concordia International Corp. (Concordia) in its US$3.7 billion recapitalization by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act (CBCA).