Canada

M&A

Blackstone-led group on CAD 7 billion equity investment in Rogers Communications Inc.
Representation of the co-investors in a group led by Blackstone on a CAD 7 billion equity investment in Rogers Communications Inc., Canada's leading communications and entertainment company. Under the terms of the transaction, Blackstone will acquire a non-controlling interest in a new Canadian subsidiary of Rogers formed to own Rogers' wireless backhaul transport infrastructure in Ontario and Alberta.

Bit Digital acquisition of Enovum Data Centers
Representation of Bit Digital, Inc. (BTBT) in its acquisition of Enovum Data Centers Corp., an owner, operator and developer of high-performance computing data centers, for a total consideration of approximately CAD 62.8 million (approximately US$46 million).

IFS acquisition of Copperleaf Technologies
Representation of IFS in its acquisition of all the issued and outstanding common shares of Copperleaf Technologies Inc. IFS will pay CAD 12 in cash per share, representing a total equity value of approximately CAD 1 billion on a fully diluted basis.

TC Energy Corporation spin-off of Liquids Pipelines business
Representation of TC Energy Corporation (TSX, NYSE: TRP) in its recently announced plan to spin off its Liquids Pipelines business. TC Energy plans to separate into two independent, investment-grade, publicly listed companies through the spinoff of TC Energy's Liquids Pipelines business.

CVC Capital Partners acquisition of BlueFocus Intelligent Communications Group
Representation of CVC Capital Partners in its acquisition, with co-investor Caisse de dépôt et placement du Québec, of a majority stake in the international agencies of BlueFocus Intelligent Communications Group Co., Ltd., a leading publicly traded Chinese marketing services conglomerate.

Fortis acquisition of ITC Holdings
Representation of Fortis Inc., a leader in the North American electric and gas utility business, in its US$11.3 billion acquisition of ITC Holdings Corp., the largest independent electric transmission company in the US, based in Novi, MI.

Brookfield Asset Management acquisition of Enercare
Representation of Brookfield Asset Management in its CAD 4.3 billion acquisition of Enercare Inc., one of North America's largest home and commercial services companies, providing residential energy infrastructure, including water heaters, heating ventilation and air conditioner rentals.

Project Finance

Atlas Arteria acquisition of majority interest in the Chicago Skyway toll road
Representation of Atlas Arteria (ALX.AX), one of the world's largest developers and operators of private toll roads, in its US$2.01 billion acquisition of a 66.67 percent majority interest in the Chicago Skyway toll road from CPP Investments and OMERS Infrastructure.

FortisBC development and financing of natural gas liquefaction and export project in British Columbia
Representation of FortisBC with respect to the development and financing of the US$400 million Phase 3 and 4 expansion of its natural gas liquefaction and export project located on Tilbury Island at Delta, British Columbia, Canada, including the acquisition of a controlling equity interest in the facilities by two Asia-based LNG companies.

Stolt LNGaz development and financing of natural gas liquefaction and export project, in Becancour, Quebec
Representation of Stolt LNGaz with respect to the development and financing of a proposed natural gas liquefaction and export project, including two liquefaction trains (each with an annual production capacity of up to 1 million tons of LNG), a storage unit with capacity for 50,000m3 LNG and loading and transportation facilities, all to be located at Becancour, Quebec, Canada.

Mandated lead arrangers and lenders in the project financing of the Aurora portfolio of nine photovoltaic solar energy generation projects in Ontario
Representation of MUFG Bank, Mizuho Bank and SMBC, as mandated lead arrangers and lenders in the US$410 million project financing of the Aurora portfolio of nine photovoltaic solar energy generation projects with an aggregate capacity of 450 MWp in Ontario, Canada, to be acquired by a subsidiary of Mitsubishi Corporation, Osaka Gas and Sharp Corporation.

JBIC and the commercial banks in financing of a portfolio of five wind and solar projects located in British Columbia and Ontario
Representation of JBIC and the commercial banks in the CAD 617.2 million (US$462 million) financing of a portfolio of five wind and solar projects located in British Columbia and Ontario, Canada, being developed by Engie, Mitsui and a financial sponsor. This transaction was JBIC's first project financing in Canada.

Capital Markets

NOVA Chemicals Corporation US$575 million Rule 144A/Regulation S senior notes offering
Representation of NOVA Chemicals Corporation in connection with its US$575 million Rule 144A/Regulation S senior notes offering, along with a tender offer, consent solicitation and subsequent redemption in full of NOVA Chemicals' existing notes. NOVA Chemicals is a plastics and chemical company headquartered in Calgary, Canada.

Ivanhoe Mines US$575 million convertible senior notes offering
Representation of Ivanhoe Mines Ltd. in the US$575 million convertible senior notes offering. Ivanhoe is a Toronto Stock Exchange–listed mining company that focuses on advancing its three principal joint venture projects in Southern Africa.

Nouveau Monde Graphite IPO and NYSE listing of common shares
Representation of Nouveau Monde Graphite Inc. in its US$59.36 million IPO and NYSE listing of common shares. Nouveau Monde, a pre-development-stage mining company targeting commercial operations by 2023, is working toward developing a fully integrated source of green battery anode material in Quebec, Canada.

Initial purchasers in a Rule 144/Regulation S secondary offering of common shares of Largo Resources
Representation of Credit Suisse Securities (Canada), Inc. and Morgan Stanley Canada Limited in a Rule 144/Regulation S secondary offering of common shares of Largo Resources Ltd., a Canadian mining company listed on the Toronto Stock Exchange. Additionally, we advised the initial purchasers on an offering of US$150 million in aggregate principal amount of 9.250% senior secured notes due 2021 of Largo Resources Ltd.

Arbitration

Export Development Canada in an UNCITRAL arbitration against Suncor Energy
Representation of Export Development Canada, a Canadian Crown corporation, in an UNCITRAL arbitration against Suncor Energy, an international oil & gas company headquartered in Canada, and four of its international subsidiaries. The arbitration is seated in Ottawa, Canada and governed by Canadian law. The claims—worth about CAD 347 million— arise under a political risk insurance policy and, specifically, relate to recovery of sums paid for loss due to political violence in Libya. The sole arbitrator was designated by the Federal Court of Canada for the first time ever, which rendered a decision further developing Canadian arbitration law.

Zijin Mining Group and Continental Gold in connection with a contemplated investment treaty arbitration with the Republic of Colombia
Representation of Zijin Mining Group Company Limited and Continental Gold Inc. in connection with a contemplated investment treaty arbitration with the Republic of Colombia. The dispute relates to the US$1.5 billion investments made by Zijin in the Buriticá Mine in Antioquia, one of the largest gold mining operations in Latin America.

Provincial government royalty dispute against multiple oil & gas companies
Representation of a provincial government in a royalty dispute against multiple oil & gas companies, including two majors. The multi-year dispute was heard in an UNCITRAL arbitration that culminated in a complete victory for our client, including an award of costs and fees.

Gold Reserve ICSID arbitration against Venezuela
Representation of Gold Reserve in a long-running ICSID arbitration against Venezuela under the Canada-Venezuela BIT relating to one of the world's largest undeveloped gold/copper deposits. In a unanimous award, the tribunal found that the Venezuelan government had acted unlawfully in violation of the BIT in terminating the project, and awarded Gold Reserve more than US$740 million in damages, representing the fair market value of the development rights, interest and legal costs.

Red Eagle Exploration Limited in an ICSID arbitration against Colombia
Representation of Canadian mining company Red Eagle Exploration Limited, as claimant, in an ICSID arbitration seated in Washington, DC under the Canada-Colombia Free Trade Agreement. The dispute involves claims concerning the Colombian Constitutional Court's decision to ban mining operations in part of Red Eagle Exploration Limited's 352-hectare Vetas gold mine.

Trade

Representation of a Canadian conglomerate in various antidumping duty (ADD) and countervailing duty (CVD) proceedings in the US covering imports of softwood lumber from Canada.

Representation of Marmen, a Québec-based manufacturer, in US trade litigation involving imports of utility-scale wind towers from Canada (used for wind turbines).

Debt Finance

Vantage Data Centers credit facility to fund the ongoing development of its North America data center platform
Representation of Vantage Data Centers, as borrower counsel, in a US$3 billion revolving credit facility  to fund the ongoing development of its North America data center platform, which presently comprises 12 campuses across the US and Canada.

TC Energy in refinancing of two pipeline projects in Mexico
Representation of TC Energy in a i) US$2.3 billion refinancing of the Southeast Gateway offshore pipeline project in Mexico, and ii) US$1.56 billion refinancing of the Sur de Texas-Tuxpan natural gas pipeline, Mexico's first undersea pipeline connecting the country with the US. The former won "Latin America Refinance of the Year" by IJInvestor 2023.

Entrepreneurial Equity Partners financing for its acquisition of Ya YA Foods
Representation of Entrepreneurial Equity Partners in connection with the financing for its acquisition of Ya YA Foods Corp. The facility comprised a CAD 117 million first-lien credit agreement and US$21.5 million in initial principal amount of mezzanine notes.

Secured and unsecured term loan facilities for Canadian producer and exporter of steelmaking coal
Representation of a leading Canadian producer and exporter of steelmaking coal in connection with secured and unsecured term loan facilities in an aggregate principal amount of CAD 120 million under the Canadian Large Employer Emergency Financing Facility program, and related amendments to its senior secured notes indenture and revolving credit agreement.

Sumitomo Mitsui Banking Corporation amended and restated CAD 500 million term loan agreement
Representation of Sumitomo Mitsui Banking Corporation, as administrative agent, lender and mandated joint lead arranger and joint bookrunner, in connection with an amended and restated CAD 500 million term loan agreement.

Secured creditors to Concordia International Corp in US$3.7 billion recapitalization
Representation of an ad hoc group of secured creditors to Concordia International Corp. (Concordia) in its US$3.7 billion recapitalization by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act (CBCA).