Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.
Issue link: https://digital.carswellmedia.com/i/1518995
24 www.lexpert.ca Canadian Law Awards Canadian Law Awards financing by a Canadian company in 2023, the largest registered cross-border offering of subscription receipts since 2016, and the third-ever such deal to exceed $1 billion. oma Bravo's acquisition of Magnet Forensics is another Excellence Awardee. Val- ued at $1.8 billion, what sets this deal apart is that the controlling shareholders agreed to take lower consideration than minority shareholders. Despite the proxy wars before closing and other complications, this deal was successfully closed by the organizations and firms involved. McMillan LLP advised oma Bravo while Blakes, led by partner Chris Hewat, acted for Magnet Forensics. e acquisition will see Magnet merged with Grayshi, LLC, another oma Bravo-owned company. is union aims to leverage Magnet's computer and digital workflow tools with Gray- shi's expertise in mobile data extraction. e new firm, to be US-based, is expected to make further acquisitions and possibly re-enter public markets. Conditions agreed upon by both par- ties include a potential break fee of $50 million by Magnet and $70 million by oma Bravo. e final Excellence Awardee is omson Reuters' US$2.2 billion return of capital and reverse-stock-split transac- tion. As chief counsel to omson Reuters, Torys LLP was the lead firm on the deal, with partners Adrienne DiPaolo and David Forrester at the team's helm. In June 2023, omson Reuters completed its return of capital transaction. It consisted of a dis- tribution of US$4.67 in cash per common share, for an aggregate value of approximately US$2.2 billion, and a consolidation of the company's out- standing common shares at a ratio proportionate to the amount returned to shareholders. Unlike other return of capital transactions, the transaction was structured in a manner to allow shareholders who are not subject to tax in Canada to have the ability to opt out of the the share consolidation, continuing to hold the same number of shares they held before the effective time of the transaction. INFRASTRUCTURE BUILDING COMMUNITIES through infra- structure, transit, and connectivity remained a priority in 2023 as Canada's population continues to grow rapidly. e four deals that made it into this year's Excellence Awardees in the infrastructure category highlight proj- ects that answered the need for investments in the transport and energy sectors, with deal values ranging from $52 million to $2.1 billion. ese include Umicore's investment in Ontario to build an EV battery compo- nents factory, Canada Infrastructure Bank's investment in the ompson Regional Air- port redevelopment, and two projects in the energy industry – the Oneida energy storage project and Chiniki and Goodstoney First Nations' energy infrastructure equity part- nership with ATCO. Among the awardees are McCarthy Tétrault LLP and MLT Aikins LLP for their involvement in Canada Infrastructure Bank's $52 million investment in the ompson Regional Airport redevelop- ment project. Valued at $135 million, the project is expected to improve the daily lives of 37 northern communities, includ- ing 15 remote Indigenous communities accessible only by air and ice roads. The regional project involves multi- ple stakeholders, including Thompson Regional Airport Authority (TRAA), a not-for-profit entity, the Indigenous groups in northern Manitoba and west- ern Nunavut, and CIB. TRAA is an op- erating airport authority formed by three founding members – North Central Development, Keewatin Tribal Coun- cil, and the Thompson Chamber of Commerce. Given the operating nature of TRAA, legal counsel had to work with TRAA and CIB to identif y risks inherent in a project financing struc- ture being applied to an operating en- tity, propose risk mitigation measures and techniques, and implement them in structuring the transaction and the legal documentation. e unique borrower structure of the project meant that the project financing had to be significantly altered, so many of the project financing principals could not ap- ply. McCarthy Tétrault, led by Lynn Parsons and Liezl Behm, represented the Canada Infrastructure Bank. MLT Aikins, led by Michelle Redekopp, represented Thompson Regional Airport Authority. Setting a precedent for renewable energ y partnership and mark- ing a milestone for i n d u s tr y- In d i g en o u s economic reconcili- ation and in Canadi- an energ y infrastructure and finance law, Chiniki and Goodstoney First Nations' en- erg y infrastructure equity partnership with ATCO is another deal that earned an Excel- lence Award. Under the terms of the agreement, the Chiniki and Goodstoney First Nations have become the majority owners with a 51 per- cent ownership stake in the Deerfoot and Barlow Solar power projects, the largest so- lar installation in an urban centre in West- ern Canada. Canadian Utilities Limited, an ATCO company, will maintain a 49 percent stake. Bennett Jones, led by Luke Morrison and Denise Bright, acted for ATCO. The Chiniki and Goodstoney majority ownership of the projects is expected to generate economic returns for the Indig- enous communities and contribute to the lasting prosperity of the Nations for future generations. Multiple complex legal and financial techniques and structures were required to facilitate this deal, including addressing BUILDING COMMUNITIES ... REMAINED A PRIORITY IN 2023 CAPITAL MARKETS