Lexpert Magazine

March/April 2018

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.

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24 LEXPERT MAGAZINE | MARCH/APRIL 2018 BIG DEALS Energy & Power Pipelines Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples NEO PERFORMANCE MATERIALS INC. COMPLETES $200M INITIAL PUBLIC OFFERING CLOSING DATE: DECEMBER 8, 2017 On December 8, 2017, Neo Performance Materials Inc. announced the successful clos- ing of its initial public offering and listing on the Toronto Stock Exchange. e offering was effected by way of second- ary offering of 11,115,000 common shares, by the Company's majority shareholder, OCM Neo Holdings (Cayman), L.P., an affiliate of certain funds and accounts managed by Oaktree Capital Management, L.P., at a price of $18.00 per share for total gross proceeds to the selling shareholder of $200,070,000. e offering was made through a syndicate of underwriters led by Scotiabank and RBC Capital Markets acting as joint bookrunners, and Cormark Securities Inc. acting as co- lead underwriter, and included CIBC World Markets Inc., Barclays Capital Canada Inc., Canaccord Genuity Corp., GMP Securities L.P. and Raymond James Ltd. Fogler, Rubinoff LLP was Canadian counsel for the Issuer with a team compris- ing Irwin Greenblatt (corporate/securities), Karen Murray, Howard Burshtein, Jordan Schwartz and Russell Sanders (securities), and Peter Guselle and Ian MacInnis (tax). Milbank, Tweed, Hadley & McCloy LLP was US counsel for the Issuer with a team comprising Scott Golenbock (corpo- rate/securities), Brett Nadritch (securities), Sam Badawi (capital markets), Amy Kletsel (corporate), Mojdeh Pourmahram (capital markets), and Russell Kestenbaum and Max Goodman (tax). Walkers Global was Cayman Islands counsel for the Issuer with a team comprising Rupert Bell, Jason Taylor and Gordon Da- vidson (insolvency and dispute resolution), and Caroline Williams and eo Leos (global investment funds). Stikeman Elliott LLP was Canadian counsel for the Underwriters with a team comprising Ivan Grbesic, Steven Bennett and Marshall Eidinger (securities), Larry Cobb (environmental), Jonathan Auerbach (intellectual property) and Dean Kraus (tax). Skadden, Arps, Slate, Meagher & Flom LLP was US counsel for the Underwriters with a team comprising Riccardo Leofanti and Colin Brown (securities). Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples FIERA CAPITAL COMPLETES $168.75M BOUGHT DEAL OFFERINGS CLOSING DATE: DECEMBER 21, 2017 On December 21, 2017, Fiera Capital Corp. completed a $168.75-million bought-deal public offering of class A subordinate vot- ing shares (Class A Shares) and convertible unsecured subordinated debentures (De- bentures). e Class A Shares were sold to a syndicate of underwriters, co-led by National Bank Financial, Desjardins Capital Markets and GMP Securities, and the Debentures were sold to a syndicate of underwriters, co- led by National Bank Financial, Desjardins Capital Markets and Scotiabank. e offerings consisted of $82.5 million Class A Shares at $13.00 per share, and $86.25 million 5 per cent Debentures due June 30, 2023, which in each case included full exercise of the over-allotment options. Fiera Capital, a leading independent asset management firm with more than $123 bil- lion in assets under management as at Sep- tember 30, 2017, provides institutional, retail and private wealth clients with access to full- service integrated money management solu- tions across traditional and alternative asset classes. Fiera Capital trades under the ticker FSZ on the Toronto Stock Exchange. Fiera Capital was represented internally by Violaine Des Roches, Senior Vice President, Chief Legal and Chief Compliance Officer and Corporate Secretary, Rebecca McLeod, Vice-President, Legal and Corporate Affairs, and David Michaud, Legal Director. Fasken Martineau DuMoulin LLP acted as counsel to Fiera Capital with a team that included Gabriel Castiglio, Jean Michel Lapierre, Marie-Christine Valois, Matthew Quadrini and Joëlle Simard (corporate fi- nance/securities), Félix Gutierrez (debt fi- nancing) and Ryan Rabinovitch (tax). e syndicate of underwriters was repre- sented by Norton Rose Fulbright Canada LLP with a team that included Pierre Da- genais, Andrew Grossman, Jacob Cawker, Sean Williamson, Peter Charbonneau (To- ronto corporate finance/securities), Stephen Kelly, Pete Wiazowski, Peter Riddell, Rachel Lesmerises, Pier-Olivier Poisson and Pierre- François Tétreault (Montréal corporate fi- nance / securities) and Adrienne Oliver and Hennadiy Kutsenko (tax). Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples STINGRAY DIGITAL GROUP COMPLETES BOUGHT DEAL PUBLIC OFFERING CLOSING DATE: NOVEMBER 4, 2017 Stingray Digital Group Inc. (Stingray) completed a public offering of an aggregate of 4,900,200 subordinate voting shares and variable subordinate voting shares, inclusive of 552,200 subordinate voting shares issued pursuant to the partial exercise of the over- allotment option, on a bought deal basis, at a price of $9.20 per share for gross proceeds of approximately $45.1 million. e syndicate of underwriters for the of- fering was co-led by National Bank Financial Inc. and GMP Securities L.P. and included BMO Nesbitt Burns Inc., TD Securities Inc., CIBC World Markets Inc. and Desjardins Securities Inc. Stingray is a leading business-to-business multiplatform music and in-store media solu- tions provider operating on a global scale and reaching an estimated 400 million subscrib- ers (or users) in 156 countries. Stingray was represented in-house by Lloyd Feldman, Senior Vice-President, Gen- eral Counsel and Corporate Secretary, and by a team at Davies Ward Phillips & Vine- berg LLP that comprised Olivier Désilets (capital markets), Marie-Emmanuelle Vail- lancourt (tax), and Scott Fisher (New York, US securities law matters). e underwriters were represented by Fasken Martineau DuMoulin LLP, with a team that comprised Jean-Pierre Chamber- land, Caitlin Rose, Marie-Christine Valois, Dan Su and Émilie Marceau (capital mar- kets), Stephen Whitehead, Scott Prescott and Yael Wexler (regulatory) and Claude Jodoin (tax). Oil & Gas Oil & Gas Oil & Gas RGL RESERVOIR MANAGEMENT GROUP INC. COMPLETES US$404M RECAPITALIZATION CLOSING DATE: DECEMBER 21, 2017 RGL Reservoir Management Group Inc. and

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