Lexpert Magazine

34 LEXPERT MAGAZINE | MARCH 2017 Here are our Canadian Dealmakers award winners for 2016 (all figures in US dollars) LIFETIME ACHIEVEMENT AWARD ED CLARK > FORMER PRESIDENT AND CEO, TD BANK GROUP ey say no tree grows straight to the sky, but Ed Clark, former President and Chief Executive Officer of TD Bank Group, comes pretty close. Clark didn't start off in business. e Harvard-educated economist enjoyed a de- cade-long career in the federal government where he held a series of senior positions. He first came to public attention as dep- uty minister. In 1982, he was recognized as the Outstanding Civil Servant of the year. Tapping into his extensive network of contacts, he landed a job at Wall Street investment bank Merrill Lynch Canada in 1985 and, finding he liked Bay Street, moved over to Morgan Financial Corp. in 1988 where he worked to revive the troubled Financial Trustco Capital Ltd., once a $2-billion financial conglomerate. When Canada Trust Financial Services Inc. bought some remnants of Financial Trustco in 1991, it brought Clark on board as well, and he began to learn the ropes of retail banking. Canada Trust itself was acquired by TD Bank in 2000, and just two years later, the bank named Clark as its new chief ex- ecutive. Under his tenure, TD became the second-largest bank in Canada and a force to be reckoned with south of the border, with 1,300 US retail branches. en came the merger of discount brokerage TD Wa- terhouse with Ameritrade Holding Corp. In 2007, he led what was then one of the largest foreign takeovers in Bay Street his- tory: an $8.5-billion deal for New Jersey- based Commerce Bancorp Inc., instantly propelling TD into the top ten ranking of US banking. Clark was twice recognized as one of the "World's 30 Best CEOs" by Barron's mag- azine and in 2014 was ranked No. 47 on Harvard Business Review's list of the "100 Best Performing CEOs in the World." In 2012, he was appointed to the Order of Canada, one of the highest distinctions in the country — not just for his contribu- tions to Canada's financial industry, but also his philanthropic work. Aer retiring from TD in 2014, Clark returned to his roots in public policy. He and his family have donated generously to Queen's University, which has resulted in the creation the W. Edmund Clark Dis- tinguished Lecture Series on Public Policy. Clark also helped the Ontario government carry out the privatization of Hydro One. e following year, he was appointed Spe- cial Business Advisor to the province, in a role that will call on him to help Ontario develop its economic growth strategy. e sky, it seems, really is the limit. DEAL TEAM OF THE YEAR Shaw Communications Inc. It was a busy year for the deal team at Cal- gary-based Shaw, with two transformative transactions: the related-party sale of Shaw Media to Corus Entertainment, and the acquisition of Wind Mobile, designed to give parent Shaw Communications Inc. the wireless businesses needed to put it on the same footing as Canada's other large national telecom companies. e Shaw team designed a two-part strategy: sell Shaw Media to Corus, then use the proceeds to fund the purchase of Wind Mobile from the Mid-Bowline Group Corp. e Shaw family, which spun off Corus in 1999, controls both Corus and Shaw Communications Inc. (Shaw Media's parent company) even though the companies have separate listings on the Toronto Stock Exchange. is required the deal team to exercise extremely rigor- ous and transparent governance controls. Part one of the strategy, the sale to Corus, was challenged when Catalyst Capital Group Inc., a private equity firm, launched a campaign against the deal. It argued Corus was overpaying for Shaw Media, and that the transaction would un- fairly benefit the Shaw family to the detri- ment of minority investors. Catalyst ap- pealed to the Ontario Securities Commis- sion to delay the vote, but Shaw prevailed and the request was rejected. When the numbers were tallied, the transaction received the approval of more than 50 per cent of Corus's minority share- holders (the Shaw family was excluded from voting) and then the all-important approval from of the Canadian Radio- television and Telecommunications Com- mission. e combined Corus-Shaw entity will control 34.5 per cent of English TV viewership in Canada through 45 specialty and 15 conventional television stations. Shaw Communications used the $1.6 billion from the sale to acquire Wind, which has 940,000 wireless subscribers in urban areas in Ontario, British Columbia and Alberta. e acquisition makes Shaw the fourth-largest mobile phone company in the country. MEDIA & TELECOM Shaw Communications Inc. buys Wind Mobile Corp. for $1.6 billion When Calgary-based Shaw Communica- tions struck a deal to buy Wind Mobile for $1.6 billion, it had its eye on competi- | 2016 DEALMAKERS |

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