222 Bay Street
Suite 1750, P.O. Box 258
Canada M5K 1J5
Skadden's Toronto office advises a variety of clients on U.S. legal matters, principally relating to cross-border debt and equity offerings and mergers and acquisitions, as well as corporate governance and securities compliance. The Toronto office also represents commercial and investment banks, as well as borrowers and issuers, in leveraged and other finance transactions, including project financings, acquisition financings, leveraged leases and other senior secured lending transactions, with a principal focus in such representations on the energy and industrial sectors. Together with attorneys in our U.S offices, the Toronto office also represents Canadian clients in various other areas, including litigation, tax, banking, restructuring and bankruptcy reorganization, environmental law, antitrust, products liability and intellectual property.
The Toronto office has three partners and seven associates. The attorneys are registered as foreign legal consultants and do not advise on Canadian law.
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.