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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32 www.lexpert.ca Big Deals COMPILED BY ZENA OLIJNYK AND BERNISE CAROLINO BAUSCH HEALTH CROSS-BORDER ISSUANCE AND SALE OF US$2 BILLION IN SENIOR UNSECURED NOTES CLOSING DATE: DEC 3, 2020 On Dec. 3, Bausch Health Companies Inc. (NYSE/TSX: BHC) completed its cross-border issuance and sale of US$2.0 billion aggregate principal amount of senior unsecured notes, comprised of US$1,000 million aggregate principal amount of its new five per cent senior secured notes due 2029 (the 2029 notes) and of US$1,000 million aggregate principal of its new 5.25 per cent senior notes due 2031 (the 2031 notes and, together with the 2029 notes, the notes) (such offerings, the notes offerings). e proceeds of the notes offerings, along with cash on hand, were used to redeem US$1,758 million aggregate principal amount of the company's outstanding 4.500 per cent senior notes due 2023 and US$233 million aggregate principal amount of the company's outstanding 5.5 per cent senior notes due 2023, and to pay related fees and expenses. Bausch Health's internal legal team was led by Christina Ackermann, executive vice president and general counsel, Judah Bareli, senior director, legal affairs (New Jersey) and Daniel Yelin, associate general counsel, head of legal Canada (Montreal). Norton Rose Fulbright acted as counsel to Bausch Health Companies Inc. through its offices in Montreal, Moscow and London with a team led by Peter Wiazowski and which included omas Nichols, Dan Ton-at, Audrey Levesque (Montreal), Aleksander Tsakoev, Yevgenia Belokon (Moscow), Tomas Gardfors, Yens Nessow (London) and with Derek Chiasson advising regarding Canadian tax matters. Blake Cassels & Graydon LLP acted as Canadian counsel to the initial purchasers with a team led by Cat Youdan, and which included Ralph Lindzon, Kendall Grant (securities), Andrew Spiro and Annika Wang (tax). Davis Polk & Wardwell LLP repre- sented Bausch Health in the U.S. with a team led by Michael Kaplan. Cahill Gordon & Reindel LLP repre- sented the initial purchasers in the U.S. with a team led by Noah Newitz and Timothy Howell, and which included Mark Lous, Dana Sorbi and Richard Pan. KERRY GROUP ACQUISITION OF BIO-K+ INTERNATIONAL CLOSING DATE: NOV. 5, 2020 Kerry Group, a global provider of taste and nutrition solutions for the food, beverage and pharmaceutical markets, acquired Bio-K+ International, a Quebec company that offers probiotic fermented beverages and supplements in the North American market. is strategic transaction, effective immediately, allows the Bio-K+ brand to expand globally through the Kerry Group. Having also acquired the building and the land in Laval, Kerry will continue to produce Bio-K+ probiotic products in the plant, thus making it possible to maintain all current jobs in place while creating future jobs with the growth in sales. Bio-K Plus products, which are sold at retail outlets such as pharmacies and grocery stores, are formulated with three proprietary and clinically validated strains of probiotics. e deal value is confidential on this transaction. Fasken Martineau DuMoulin LLP represented the sellers and Bio-K+ on this transaction with a team led by Michel Boislard and which included Veronique Harvey-Bertrand, Alain Ranger, Jacques Eddé, Michele Orr Gaucher, Félix-Olivier Hébert, Patricia Seguin and Serge Lapointe. Bryan Cave served as main counsel to Kerry Group. Osler Hoskin & Harcourt LLP advised Kerry Group as Canadian counsel with a team led by Hugo-Pierre Gagnon and Lynne Lacoursière and which consisted of Sophie Amyot, Samuel Cantin (corporate), Caroline Stephens (real estate), Alain Fournier, Jean- Philippe Dionne (taxation), Julien Ranger (pension and benefits), Mark Austin and Marty Putyra (health). HAVN LIFE SCIENCES INC. LISTING ON CANADIAN SECURITIES EXCHANGE CLOSING DATE: SEPT. 8, 2020 On Sept. 4, 2020, HAVN Life Sciences Inc. ("Havn") completed a share purchase trans- action whereby it acquired 100 per cent of the outstanding shares of HAVN Research Inc., a biotechnology company engaged in the business of research and develop- ment of psychopharmacological products, including the formulation of standardized psychoactive compounds derived from fungi. Havn commenced trading on the Canadian Securities Exchange on Sept. 8, 2020. Havn's board includes Vic Neufeld, the co-founder and former chief executive officer of Aphria Inc. and former chief executive officer of Jamieson Vitamins, and its execu- tive team includes Gary Leong, former chief science officer of Aphria Inc. and Jamieson Vitamins. Cassels Brock & Blackwell LLP acted for Havn with a deal team that included Deepak Gill, Jennifer Poirier, Sean Baraich (securities) and Chandimal Nicholas (regu- latory). Fasken Martineau DuMoulin LLP acted for HAVN Research Inc. with a deal team composed of Iain Mant and Myriam Gonzalez. > HEALTH SCIENCES DEALS