Toronto

Transactions in which the Toronto office attorneys have participated include representation of:

• Air Canada in concurrent Rule 144A/Regulation S high-yield private placements of senior secured notes, including: US$600 million of 9.25% senior secured first lien notes due 2015, C$300 million of 10.125% senior secured first lien notes due 2015 and US$200 million of 12% senior secured second lien notes due 2016;
• Morgan Stanley & Co., RBC Capital Markets, JP Morgan and Citi as joint bookrunning managers in a Rule 144A / Regulation S offering of US$4 billion of notes by Barrick Corporation;
• Research In Motion Limited in connection with various cross-border public offerings under the MJDS, for total proceeds of US$1.7 billion;
• Bank of America Merrill Lynch, Goldman, Sachs & Co. and RBC Dominion Securities Inc. as financial advisors to Potash Corporation of Saskatchewan Inc., in the approximately US$40 billion unsolicited bid by BHP Billiton;
• J.P. Morgan Securities Inc., as lead manager, in connection with a US$350 million Rule 144A offering of senior convertible notes by Biovail Corporation;
• Ainsworth Lumber Co. Ltd. in the recapitalization of its outstanding debt and equity securities, which included: the exchange of five series of existing unsecured notes for common shares in the recapitalized company and new senior unsecured notes; the exchange of existing common shares for common shares in the recapitalized company and warrants to acquire additional common shares; a US$200 million private placement of new 11% high-yield senior unsecured notes due 2015; and the negotiation of amendments to various existing credit agreements;
• Barclays Capital Inc., CIBC World Markets Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as joint bookrunning managers in a $1.5 billion public offering of 1.45% senior notes due 2013 by Canadian Imperial Bank of Commerce;
• MDS Inc., a Canadian life sciences company, in the $650 million sale of its MDS Analytical Technologies division to Danaher Corporation, a manufacturer of tools, industrial equipment and medical equipment;
• TD Securities Inc. in a C$900 million cross-border public offering of senior notes by Shaw Communications Inc., in two tranches: a C$500 million offering of 5.5% senior notes due 2020 and a C$400 million offering of 6.75% senior notes due 2039;
• Chartwell Seniors Housing Real Estate Investment Trust in its approximately US$344 million acquisition of 24 retirement residences from Merrill Gardens, LLC, a U.S. owner and operator of assisted living and independent senior housing communities;
• Meridian Gold Inc. in the approximately US$3.5 billion unsolicited tender offer for its outstanding common shares by Yamana Gold Inc.;
• BNP Paribas, as the agent and lead arranger, in a US$1 billion receivables financing for a natural gas trader and power marketer in Canada and the United States;
• Credit Suisse AG, as the agent and lead arranger, in a US$424 million term loan B financing for a Canadian oil sands developer;
• P.T. Paiton Energy in its US$1.5 billion financing of the Paiton 3 power project, an 815 MW coal-fired power plant in East Java, Indonesia, which was named 2009 “Project Finance Deal of the Year” by the International Financial Review; and
• CF Industries Inc. in the development and financing of a $2 billion petrochemicals project in Peru.