Sirett, William F.
Blake, Cassels
& Graydon LLP
(604) 631-3371
william.sirett@blakes.com
Mr. Sirett practises securities
and corporate law with an
emphasis on corporate
fi nance, mergers and
acquisitions, reorganizations
and governance. His
practice includes a broad
range of industries with
an emphasis on forestry,
mining and energy.
Smit, Carrie B.E.
Goodmans LLP
(416) 597-4230
csmit@goodmans.ca
Ms. Smit heads Goodmans's
tax group. Her practice
focuses on cross-border
M&A, reorganizations,
restructurings, domestic
and international debt
fi nancings and private-
equity investments.
Smith, QC, Lawrence
E. (Laurie)
Bennett Jones LLP
(403) 298-3315
smithl@bennettjones.com
Mr. Smith is a former fi rm
Vice-Chair/founder of the
Regulatory Department.
He acts for utilities, pipeline/
LNG projects before
federal/provincial regulators
and all levels of court, and has
testifi ed as an expert witness
in international arbitrations.
Smellie, James H.
Gowling Lafl eur
Henderson LLP
(403) 298-1816
james.smellie@
gowlings.com
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.
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 signifi cant
work on governance
and fi duciary matters.
Spencer, David A.
Bennett Jones LLP
(403) 298-2054
spencerd@
bennettjones.com
Mr. Spencer's practice
focuses on M&A and
corporate fi nance.
Representative experience
includes acting for Repsol
in its acquisition of Talisman
for $15 billion and for Flint
Energy in its acquisition
by URS for $1.2 billion.
der Rahn (US M&A), Sandra Flow, Adam
Fleisher, David Webb, Elizabeth Bieber
and Christopher Bachand-Parente (US
securities), Derek Wallace and Philip San-
cilio (US tax) and Mary Alcock (employee
benefi ts) from Cleary Gottlieb Steen &
Hamilton LLP. ! e Special Committee
of Brookfi eld Residential was represented
by Edward Waitzer, Amanda Linett and
Erisa Mara (M&A) from Stikeman El-
liott LLP.
CHESSWOOD ACQUIRES
BLUE CHIP LEASING
AND ECOHOME FINANCIAL
Closing date: March 18, 2015 On March 18,
2015, Chesswood Group Limited (Chess-
wood) announced that it had completed
the acquisition of all of the shares in the
capital of, and certain shareholder loan re-
ceivables in respect of, Blue Chip Leasing
Corporation (Blue Chip) and EcoHome
Financial Inc. (EcoHome) pursuant to a
share purchase agreement between Chess-
wood, CB Leaseco Holdings Inc. (the
Vendor), and the principals of the Vendor
made as of February 25, 2015. ! e ag-
gregate purchase price for the acquisition
(subject to additional consideration in the
event that the future performance of Blue
Chip and EcoHome exceed performance
targets) was $64,000,000 (of which ap-
proximately $19,444,000 was satisfi ed
through the issue of 1,806,384 Chess-
wood common shares, with the balance
paid in cash).
! e cash portion of the purchase price
was partially funded through a public of-
fering (the Public Off ering ) of 3,302,600
subscription receipts at a price of $9.75
per subscription receipt pursuant to an un-
derwriting agreement with a syndicate of
underwriters led by RBC Capital Markets
and including BMO Capital Markets, Na-
tional Bank Financial Inc., TD Securities
Inc. Cormark Securities Inc., Canaccord
Genuity Corp. and Laurentian Bank Se-
curities Inc. (together, the Underwriters).
Concurrently with the closing of the
Public Off ering , Chesswood also com-
pleted the sale of 615,384 subscription
receipts on a non-brokered private place-
ment basis to certain directors, offi cers
and other insiders at the same price per
subscription receipt as under the Public
Off ering.
Each subscription receipt entitled the
holder thereof to receive, for no additional
consideration, one Chesswood common
share upon the closing of the acquisition
of Blue Chip and EcoHome. All sub-
scription receipts were automatically ex-
changed for Chesswood common shares
upon the closing of such acquisition on
March 17, 2015.
Chesswood was represented by Mc-
Carthy Tétrault LLP with a team that
included Gary Litwack and Ryan Horn-
by (securities/M&A), Jennifer Organ
(M&A), Justin Lapedus (fi nancial ser-
vices), Lama Sabbagh (securities/M&A),
Paul Kunynetz (M&A) and Jim Morand
and Robert Nearing (tax).
! e Vendor and its principals were
represented by Aird & Berlis LLP with
a team that included Richard Epstein
(M&A), Richard Kimel (M&A), Fran-
cesco Gucciardo (tax), Jonathan Tong
(M&A), Jill Fraser (fi nancial services) and
Jeremy Burke (corporate).
! e Underwriters were represented
by Davies Ward Philips & Vineberg
LLP with a team that included Mindy
Gilbert (corporate/securities), Ryan Elger
(corporate/securities) and Ian Crosbie and
Raj Juneja (tax).
BURGER KING WORLDWIDE
ACQUIRES TIM HORTONS
Closing date: December 12, 2014 In Can-
ada's largest M&A transaction of 2014,
US-based Burger King Worldwide Inc. ac-
quired Tim Hortons Inc. in a $12.5-billion
deal that created a global powerhouse quick
service restaurant company based in Cana-
da. Combined, the company now has more
than 18,000 restaurants in 100 countries.
! e transaction was fi nanced in part
by a US$3-billion preferred equity invest-
ment in the new company by Warren Buf-
BIG DEALS
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