Riccardo A. Leofanti
Riccardo Leofanti is based in Skadden’s Toronto office, where he concentrates on U.S.-Canada cross-border securities matters.

Bio

Mr. Leofanti represents Canadian and U.S. issuers and investment banks in a wide variety of cross-border public and private equity and debt financings, including financings under the U.S.-Canada Multijurisdictional Disclosure System (MJDS), conventional cross-border public offerings, U.S. private placements (including venture capital financing rounds), Rule 144A and Regulation S offerings, restructurings and spin-offs. He also advises Canadian issuers in connection with initial listings on the New York Stock Exchange (NYSE), the Nasdaq Stock Market (NASDAQ) and the NYSE MKT.

Mr. Leofanti also advises Canadian issuers on continuous reporting and corporate governance requirements under the U.S. federal securities laws and the rules of the NYSE, NASDAQ and NYSE MKT.

Mr. Leofanti lectures on various cross-border securities law topics. He has been recognized as a leading lawyer by Chambers Global: The World’s Leading Lawyers for Business for banking and finance (Canada) and capital markets: debt and equity (USA), The Best Lawyers in Canada for corporate law, Who’s Who Legal: Canada and Who’s Who Legal: Capital Markets.

His experience includes having represented issuers or underwriters in the following industries:

Technology and Telecommunications

  • Research In Motion Limited (now known as Blackberry Limited) in connection with its initial NASDAQ listing and its various cross-border public offerings under the MJDS, for total proceeds of US$1.7 billion;
  • Merrill Lynch & Co., as lead underwriter, in connection with the US$209 million cross-border initial public offering and NASDAQ listing of EXFO Electro-Optical Engineering Inc.;
  • Delano Technology Corporation in connection with its US$104 million cross-border initial public offering of common shares and NASDAQ listing;
  • Bank of America Merrill Lynch, as lead underwriter, in connection with the $148 million initial public offering of common shares and NASDAQ listing of Mitel Networks Corporation; and
  • CrossKeys Systems Corporation in connection with its cross-border initial public offering of common shares and NASDAQ listing.

Natural Resources

  • RBC Dominion Securities Inc., as lead manager, in connection with a US$1.38 billion cross-border public offer of common shares by Agrium Inc. and Merrill Lynch & Co. and UBS Investment Bank, as joint book-running managers, in connection with a US$500 million cross-border public offering of debt by Agrium;
  • Deutsche Bank Securities Inc., as lead underwriter, in connection with a US$300 million cross-border public offering of investment-grade debt by Noranda Inc.;
  • Citigroup Global Markets Inc., Bear, Stearns & Co. Inc. and RBC Capital Markets Inc., as joint bookrunners, in connection with cross-border public offerings of common shares by NovaGold Resources Inc. for total proceeds of US$379 million; and J.P. Morgan Securities Inc., as initial purchaser in a US$95 million Rule144A offering of senior convertible notes by NovaGold;
  • Bear, Stearns & Co. Inc. and Deutsche Bank Securities Inc., as joint bookrunners, in connection with a US$166 million cross-border public offering of common shares by Silver Standard Resources, Inc.; and UBS Investment Bank, as initial purchaser, in connection with a US$138 million Rule144A offering of senior convertible notes by Silver Standard;
  • Merrill Lynch & Co. as lead underwriter in connection with a cross-border public offering of units by North American Palladium Ltd.;
  • J.P. Morgan Securities Inc. as initial purchaser in a US$85 million Rule 144A offering of 4.5% convertible senior notes due 2011 by Minefinders Corporation Ltd.; and
  • Pan American Silver Corp. in connection with various cross-border public offerings and private placements of common shares and convertible debt.

Manufacturing and Heavy Industry

  • J.P. Morgan Securities Inc. and CIBC World Markets Corp., as joint bookrunners, in connection with a US$1.55 billion cross-border public offering of common shares by Gerdau Ameristeel Corporation; and Merrill Lynch & Co. and BMO Nesbitt Burns, as joint book-running managers, in connection with the US$378 million U.S. initial public offering of common shares and initial NYSE listing by Gerdau Ameristeel;
  • Raymond James, Ltd., as lead underwriter, in connection with cross-border public offerings and the NYSE listing by Ritchie Bros. Auctioneers Incorporated, for total proceeds of US$202 million;
  • J.P. Morgan Securities Inc. and Merrill Lynch & Co., as joint book-running managers, in connection with the US$150 million U.S. initial public offering of IESI-BFC Ltd. (formerly BFI Canada Ltd.); and
  • Goldman, Sachs & Co., as lead underwriter, in connection with a US$109 million cross-border public offering of Class B subordinate voting shares by Dorel Industries Inc.

Biotechnology

  • 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;
  • Bear, Stearns & Co. Inc., as bookrunning manager, and CIBC World Markets Inc., as co-lead manager, in connection with a US$97 million cross-border public offering of common shares by Cardiome Pharma Corp.; and
  • MDS Proteomics Inc. in connection with a cross-border private placement of convertible debt, and U.S. securities law advice in connection with its restructuring.

Entertainment

  • Wasserstein Perella Securities, Inc., as lead underwriter, in connection with a US$200 million offering of high-yield debt by IMAX Corporation; and
  • Merrill Lynch & Co., as book-running lead manager, in connection with a US$138 million cross-border public offering of shares by Alliance Atlantis Communications Inc.

Insurance and Financial Services

  • Merrill Lynch & Co. and CIBC World Markets, as co-lead underwriters, in connection with the C$1.04 billion initial public offering of common shares by ING Canada Inc.; and
  • HSBC Securities and CIBC World Markets, as co-lead underwriters, in connection with a cross-border public offering of common shares by Kingsway Financial Services Inc.

Transportation

  • Air Canada, in connection with U.S. securities matters relating to its US$7.3 billion restructuring;
  • ACE Aviation Holdings Inc., the parent of Air Canada, in connection with its Rule 144A offerings of C$420 million of Class A and Class B shares and C$300 million of convertible debt; and
  • Air Canada and its parent company, ACE Aviation Holdings Inc., in connection with Air Canada’s C$525 million initial public offering of Class A Variable Voting Shares and Class B Voting Shares.

Credentials

Education

  • J.D., Cornell Law School, 1995
  • B.A., University of Western Ontario, 1992

Admissions

  • New York
  • Licensed as a Foreign Legal Consultant in Ontario

Riccardo A. Leofanti