12 LEXPERT MAGAZINE
|
OCTOBER 2019
BIG DEALS
CORPORATE TRANSACTIONS OF IMPORTANCE
losz Zemanek and Diana Pegoraro. Robert
Abrams advised Torys on Québec immov-
able property matters.
*Submitted by Borden Ladner Gervais LLP
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ALLIED PROPERTIES ANNOUNCES
CLOSING OF $300M OFFERING
OF 3.394% SERIES D SENIOR
UNSECURED DEBENTURES
CLOSING DATE: AUGUST 15, 2019
Allied Properties Real Estate Investment
Trust (TSX:AP.UN) has closed its previ-
ously announced offering of $300 million
aggregate principal amount of series D
senior unsecured debentures (the "Deben-
tures"). e Debentures bear interest at a
rate of 3.394% per annum and mature on
August 15, 2029. e Debentures were of-
fered on an agency basis by a syndicate of
agents led by Scotia Capital Inc., BMO
Nesbitt Burns Inc. and CIBC World Mar-
kets Inc. DBRS Limited and Moody's In-
vestors Service, Inc. provided Allied with
credit ratings of "BBB" (low) with a "Posi-
tive" trend and "Baa3", respectively, relating
to the Debentures. e Debentures were
sold pursuant to a prospectus supplement
dated August 6, 2019 to Allied's base shelf
prospectus dated November 27, 2018.
Allied intends to use the net proceeds of the
offering to redeem its $225,000,000 aggregate
principal amount of 3.748% series A senior
unsecured debentures due May 13, 2020 (the
"Series A Debentures") in full on August 16,
2019, as announced in a press release of Allied
dated August 6, 2019, with the remainder to
be used for general trust purposes.
Allied was represented by Aird & Ber-
lis LLP in Toronto, with a team including
Margaret Nelligan, Sherri Altshuler, Anne
Miatello, Melanie Cole, Liam Tracey-Ray-
mont and Amy Marcen-Gaudaur (Cor-
porate and Securities), Mike Smith, Neill
Kalvin and Zale Skolnik (Real Estate) and
Barbara Worndl (Tax).
Stikeman Elliott LLP represented a syn-
dicate of agents led by Scotia Capital Inc.
(and included BMO Nesbitt Burns Inc. and
CIBC World Markets Inc. DBRS Limited
and Moody's Investors Service, Inc.) in it's
dealing of Allied Properties Real Estate In-
vestment Trust's offering of C$300 million
aggregate principal amount of series D se-
nior unsecured debentures. e Debentures
bear interest at a rate of 3.394% per annum
and mature on August 15, 2029. e De-
bentures were offered on an agency basis.
DBRS Limited and Moody's Investors Ser-
vice, Inc. provided Allied with credit ratings
of "BBB" (low) with a "Positive" trend and
"Baa3", respectively, relating to the Deben-
tures. e Debentures were sold pursuant
to a prospectus supplement dated August 6,
2019 to Allied's base shelf prospectus dated
November 27, 2018. Legal team: David
Weinberger, Colin Burn, Benjamin Jain, Jo-
seph Bricker and Christopher Sullivan (Se-
curities) and Kevin Chen (Real Estate)
BCF Business Law was responsible for
the translation of the prospectus (and docu-
ments incorporated by reference) as well as
the Quebec securities and real estate aspects.
*Submitted by BCF Business Law.
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LGC COMPLETES ACQUISITION
OF TORONTO RESEARCH
CHEMICALS INC.
CLOSING DATE: AUGUST 9, 2019
On August 9, 2019, LGC Standards Cana-
da Limited ("LGC"), a subsidiary of LGC
Limited and a portfolio company of KKR &
Co. Inc., acquired a majority stake in Toron-
to Research Chemicals Inc. ("TRC") and
Synfine Research Limited. Financial terms of
the investment were not publicly disclosed.
Founded in 1982, TRC is a leading
manufacturer and supplier of synthetic or-
ganic bio-chemicals which are used as refer-
ence standards, research tools and building
blocks by a highly diversified global cus-
tomer base across the pharmaceutical, ap-
plied and research sectors.
LGC was represented in-house by Neetu
Ogle, General Counsel, Matt Leake, Senior
Legal Counsel, and Jeremy Booker, Deputy
General Counsel. External representation for
LGC was provided by Torkin Manes LLP
with a legal team lead by Matthew Tevlin
and including Adrian Myers, Daniel Katzin,
Nicholas Dempsey (M&A), Leonard Rod-
ness, Kenneth Beallor, Stephanie Eiley (Real
Estate), Daniel Pugen, Gillian Howe (Em-
ployment), Wesley Isaacs (Tax), Lisa Lifshitz
(IT/Privacy), Matt Maurer (Cannabis).
Further external representation was pro-
vided to LGC by Victor Krichker of Bere-
skin & Parr LLP (Intellectual Property),
Donna Shier and Gatlin Smeijers of Willms
& Shier Environmental Lawyers LLP (En-
vironmental and Chemical Regulatory).
Dentons Canada LLP acted for one of
the sellers and TRC with a legal team lead
by Laurence Geringer and including Whit-
ney Wakeling, Matthew Dunnet (M&A),
Paul Shantz, Sheldon Disenhouse, Rikki
Yunger (Real Estate), Mark Jadd, Jessica
Fabbro, Paige Donnelly (Tax), Scott Sweat-
man, Matthew Curtis (Employment) and
James Wishart (Cannabis).
Torys LLP acted for the other seller with
a legal team led by Matthew Cockburn
and including Danielle Traub (M&A) and
Andy Gibbons (Real Estate). Further exter-
nal representation was provided by Bran-
don Wiener of orsteinssons LLP (Tax).
*Submitted by Torkin Manes LLP
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BELLUS HEALTH INC.
COMPLETES INITIAL
PUBLIC OFFERING IN
THE UNITED STATES
CLOSING DATE: SEPTEMBER 9, 2019
On September 9, 2019, BELLUS Health
Inc. completed its initial public offering in
the United States of 9,859,155 common
shares at a price of US$7.10 per common
share, for total gross proceeds of approxi-
mately US$70 million. BELLUS Health's
common shares are now dual-listed on the
NASDAQ and the TSX under the trading
symbol "BLU." On September 17, 2019, an
additional 1,320,296 common shares were
issued at the same price for gross proceeds
of US$9.37 million, following the exercise
by the underwriters of their over-allotment
option, resulting in aggregate gross pro-
ceeds of US$79.37 million.
BELLUS Health was represented by Da-
vies Ward Phillips & Vineberg LLP, as Ca-
nadian counsel, with a team that comprised
Sebastien Roy and Florence Bienvenu; and
by Troutman Sanders LLP, as United
States counsel, with a team that comprised
