Lexpert Special Editions

Corporate Law June 2013

The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.

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34 BIG DEALS sop, Shuli Rodal and Kaeleigh Kuzma (competition); Sven Poysa and Rebecca Reasner (employment) and Richard Borins and Danielle Boyd (financial services). eOne was represented in the United Kingdom and the United States by Mayer Brown International LLP with a team comprising Robert Hamill, Kate Ball-Dodd, Rebecca Bothamley, Frances Hull and Rosemary Hewitt. eOne was also advised by Deloitte & Touche LLP. Alliance and its owners, affiliates of The Goldman Sachs Group, Inc. and Investissement Québec, were represented by Alliance's General Counsel, Amy Paquette and Spyro Markesinis, VP Business and Legal Affairs (Europe); Chris Machera at Goldman Sachs and Bertrand Thibert at Investissement Québec; and external counsel Torys LLP with a team that included David Chaikof, Glen Johnson, Paul Budovitch and Jonathan Cescon (corporate); Andrew Wong and Corrado Cardarelli (tax); Omar Wakil and Rory McGillis (competition) and Tom Zverina (financial services). Alliance's financial advisor was BMO Capital Markets. The acquisition was financed through a US$300 million senior revolving term loan from a syndicate of lenders led by JPMorgan Chase Bank N.A. This is the second significant financing arrangement in the entertainment industry in the last six months; the first being the $800 million refinancing for Lionsgate Entertainment that was completed in September 2012. JPMorgan Chase Bank was represented in Canada by Fraser Milner Casgrain LLP with a team comprising Barbara Farina, Maria Pavelis, Heidi Clark, Jennifer Dezell, Colin Yeo and Joey Mastrogiuseppe; in the United States by Morgan, Lewis & Bockius LLP with a team comprising Michael Chapnick, Darryl Pinsker, Michael Benz and Lipi Shah; and in the United Kingdom by Baker & McKenzie LLP with a team led by Frances Okosi (finance). SCOTIABANK COMPLETES ACQUISITION OF ING BANK OF CANADA CLOSING DATE: NOVEMBER 15, 2012 Scotiabank announced the completion of its acquisition of ING Bank of Canada (ING Direct) from Netherlands-based parent ING Group for $3.126 billion in cash. On closing of the transaction, Scotiabank also funded the redemption of $320.5 million of subordinated debt issued by ING Direct and guaranteed by ING Group. On the day the transaction was announced, ING Direct was the eighth largest bank in Canada and had approximately $40 billion in assets, $30 billion in deposits, 1.8 million customers, and over 1,100 employees. It is a direct bank that serves customers online, via contact centres and mobile devices, offering savings, chequing, mortgages and four mutual funds. It has five ING Direct Cafés and no physical branches. Scotiabank was represented in-house by a team led by Deborah Alexander, General Counsel, Anita Mackey, Vice-President & Associate General Counsel, Colin Levere, Senior Legal Counsel, Mergers & Acquisitions, Martha Hundert, Senior Legal Counsel, Stacey Parker-Yull, Senior Legal Counsel, Frances Fitzgerald, Senior Legal Counsel, Jason Gilman, Legal Counsel, with assistance from a team at Torys LLP that included Michael Siltala, Cornell Wright, Adrienne DiPaolo, Harry Cherniak, Stefan Stauder and David Leith (corporate); Corrado Cardarelli and Andrew Wong (tax); Conor McCourt, Edward Fan and Yolande Dufresne (intellectual property); Jay Holsten and Omar Wakil (competition); Andrew Gray (litigation); Mitch Frazer, Jessica Bullock and Janelle Bowman (employment); Blair Keefe and Eli Monas (banking) and Christine Vogelesang and Dawn Scott (regulatory). G cl L ac R (i co w F er M an p S S F p p m es ex cr fe su LEXPERT® RANKED LAWYERS RANKED LAWYERS Singer, Jeffrey Singer, Marvin J. Sirett, William F. Smellie, James H. Smit, Carrie B.E. Smith, C. Paul W. Sm Stikeman Elliott LLP (416) 869-5656 jsinger@stikeman.com Norton Rose Canada LLP (416) 203-4426 marvin.singer@ nortonrose.com Blake, Cassels & Graydon LLP (604) 631-3371 william.sirett@ blakes.com Gowling Lafleur Henderson LLP (403) 298-1816 james.smellie@ gowlings.com Goodmans LLP (416) 597-4230 csmit@goodmans.ca Stewart McKelvey (506) 632-2787 psmith@ stewartmckelvey.com Law (60 jsm com Mr. Singer works on domestic and international public and private mergers and acquisitions with particular emphasis on the resource sector. Mr. Sirett is a senior securities and corporate partner. His practice focuses on M&A, corporate finance and restructuring. He advises public and private corporations, investment funds and underwriters. Mr. Smellie's practice focuses on energy regulatory matters, administrative law and litigation. With extensive experience before federal and provincial regulatory tribunals, he has represented a wide range of stakeholders in the energy industry. Ms. Smit heads Goodmans's tax group. Her practice focuses on cross-border M&A, reorganizations, restructurings, domestic and international debt financings and privateequity investments. Former member, Canadian Tax Foundation's Executive Committee. Mr. Smith counsels national and international businesses on corporate and corporate finance issues. He advises institutions and private clients on trust structures, including transnational trusts, and acts as GC for public pension funds. Mr. the and acro sect ope fore prod work and Mr. Singer focuses on M&A, corporate finance and private equity. Member of Management Committee. Previously served on the Securities Advisory Committee to the OSC. Current or former director of various industry and charitable organizations. ROB.indd 34 13-04-23 12:12 PM

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