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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G G n, rp. he n er e, g, d o& l, l, or ce ll d g n); le d W. nal sses ate es s, r BIG DEALS 35 Norton Rose Canada LLP acted as Canadian counsel to ING Group. The Norton Rose team was led by Peter Wiazowski and included Andrew Fleming, Marc Duquette, David Millette, Laurent Levac and Marie-Noël St-Hilaire (banking, corporate and mergers & acquisitions); Derek Chiasson (tax); Kevin Ackhurst (competition); Ruth Wahl (governance); George Locke and Brian John Capogrosso (intellectual property); Martin Rochette and Anne Gallop (executive compensation and benefits) and Christine Dubé (regulatory). Sullivan & Cromwell LLP acted as US counsel to ING Group with a team that included Mark Menting, Brian Hamilton, Jared Fishman, Eric Diamond and Katie McGavin (corporate and mergers & acquisitions); Nader Mousavi, Spencer Simon and Steve Miller (intellectual property); Ron Creamer and Ted Holt (tax) and Matt Friestedt, Robin Kelly and Anna Kripitz (executive compensation and benefits). Saputo was represented by Stikeman Elliott LLP with a team that included Steeve Robitaille, Pierre-Yves Leduc and Dana Borshy (securities and M&A); Jean Lamothe and Sylvia Avedis (banking and finance); and, in the United States, by Jones Day with a team that included Phil Stamatakos, Adam Schaeffer and Charles Jackson (M&A) and Margaret Seurynck, Ajay Mago and Nathan Hoeppner (banking and finance). Dean Foods was represented by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Timothy Fesenmyer, Christopher Barlow and Demetrius Warrick. National Bank of Canada and Bank of Montreal acted as underwriters, co-lead arrangers and joint bookrunners for the new bank loan and were represented by McCarthy Tétrault LLP by a team that included Michel Deschamps and Anastasia Flouris. TELUS COMPLETES $500M NOTES OFFERING SAPUTO ACQUIRES MORNINGSTAR FOODS CLOSING DATE: JANUARY 3, 2013 Saputo Inc. ("Saputo") completed the acquisition of Morningstar Foods, LLC ("Morningstar"), a subsidiary of Dean Foods Company ("Dean Foods"), for a purchase price of US$1.45 billion. The purchase price was financed through a combination of US$250 million in available cash and a new bank loan of US$1.2 billion. Saputo is the 12th largest dairy producer in the world, the largest in Canada. Morningstar is a producer of dairy and non-dairy extended shelf life products, including creams and creamers, ice cream mixes, whipping cream, aerosol whipped toppings, iced coffee, half and half, value-added milks, as well as cultured products such as sour cream and cottage cheese. Smith, John Lawson Lundell LLP (604) 631-9120 jsmith@lawsonlundell. com Mr. Smith's practice spans the full range of public and private transactions across many industry sectors including terminal operations, mining, forestry and consumer products, and significant work on governance and fiduciary matters. ROB.indd 35 Smith, QC, Lawrence E. (Laurie) Bennett Jones LLP (403) 298-3315 smithl@bennettjones. com Mr. Smith is a former firm vice-chair and founder of the regulatory department. He acts before the NEB, the CEAA and provincial authorities in offshore energy, pipeline and LNG projects, and appears at all levels of courts. CLOSING DATE: DECEMBER 11, 2012 TELUS Corporation completed a Canadian offering of $500 million principal amount of unsecured 3.35 per cent Notes due May 15, 2023. The offering was made pursuant to TELUS's short form base shelf prospectus dated October 3, 2011, and net proceeds were applied towards the repayment of outstanding commercial paper. The syndicate of 13 agents for the offering was led by Scotia Capital Inc. and CIBC World Markets. TELUS was represented in-house by a team comprising Monique Mercier, Maria Preovolos and Dennis Wong, and by Gowling Lafleur Henderson LLP with a team comprising Kathleen Keller-Hobson, Faran Umar-Khitab, David Campbell and David Kim (corporate finance) and Ash Gupta (tax). Sorell, René R. Stein, Paul M. McCarthy Tétrault LLP (416) 601-7947 rsorell@mccarthy.ca Cassels Brock & Blackwell LLP (416) 869-5487 pstein@casselsbrock. com Mr. Sorell's diverse securities law practice covers internal investigations and regulatory proceedings, securities licensing matters, trading rules and products, take-over bids, proxy battles corporate governance and securities marketplaces. Mr. Stein's practice focuses on M&A and corporate finance, mainly in the mining sector. He represents Canadian and international companies in friendly/ hostile take-over bids, joint ventures, financings and going public/ private transactions. Steinberg, AdE, Norman M. Stewart, QC, Anne M. Norton Rose Canada LLP (514) 847-4521 norman.steinberg@ nortonrose.com Blake, Cassels & Graydon LLP (604) 631-3313 anne.stewart@ blakes.com Mr. Steinberg is Global Chairman and Canadian Chair, focuses on M&A and corporate finance. Involved in the Rio Tinto/ Alcan acquisition, Domtar/ Weyerhaeuser transaction, Four Seasons Hotels purchase and Shell Canada's acquisition by Royal Dutch Shell. Practice includes corporate structuring, M&A, financing and commercial contracts. Acts in major infrastructure projects across Canada. Winner of Canada's Top 25 Women Lawyers, 100 Most Powerful Women, PEAK Lifetime Achievement and other awards. 13-04-23 12:12 PM

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