Christopher W. Morgan
Christopher Morgan is head of the firm’s Toronto office. He advises clients on a wide variety of Canada/U.S. cross-border corporate and securities matters.

Bio

Mr. Morgan represents issuers and underwriters in cross-border public and private equity and debt financings by Canadian entities in the United States and other world securities markets. He advises clients in financings under the Canada/U.S. Multijurisdictional Disclosure System, as well as in a variety of other cross-border public and Rule 144A offerings and private placements. Mr. Morgan routinely represents public companies with respect to disclosure issues, corporate governance and compliance with applicable securities laws.

Mr. Morgan also represents Canadian companies in friendly and hostile cross-border transactions, including tender and exchange offers, mergers, asset acquisitions and divestitures, and reorganizations. In addition, he counsels financial advisors and special committees of directors in such transactions.

Mr. Morgan lectures on cross-border securities law topics and repeatedly has been selected for inclusion in The Best Lawyers in Canada for corporate law and Who’s Who Legal for Capital Markets.

Transactions in which he has been involved include:

  • CitiGroup Global Markets Inc., Deutsche Bank Securities Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. as representatives of the underwriters in connection with the US$1.15 billion cross-border offering of Common Shares of Brookfield Asset Management Inc.;
  • J.P. Morgan Securities LLC and Scotia Capital Inc. as representatives of the initial purchasers in a Rule 144A/Regulation S offering of US$350 million aggregate principal amount of 6.375% senior notes and C$250 million aggregate principal amount of 6.125% senior notes of Brookfield Residential Properties Inc.;
  • Osisko Mining Corporation in connection with its $3.3 billion acquisition by Agnico Eagle Mines Limited and Yamana Gold Inc.;
  • Bell Aliant Inc. in connection with the $3.4 billion acquisition by BCE Inc. of common shares of Bell Aliant not owned by BCE;
  • Nordion Inc. in connection with its $805 million acquisition by Sterigenics International LLC;
  • Goldman, Sachs & Co. as financial advisor to Talisman Energy Inc. in connection with the $8.3 billion acquisition of Talisman by Repsol S.A.;
  • RBC Capital Markets, Barclays Capital and GMP Securities, as representatives of the underwriters in connection with the US$3 billion cross-border public offering of common shares of Barrick Gold Inc., and RBC Capital Markets and Barclays Capital, as dealer managers in the concurrent tender offer by Barrick for approximately US$2.5 billion of its debt securities;
  • Ainsworth Lumber Co. Ltd. in its US$760 million acquisition by Norbord Inc., a manufacturer and distributor of wood-based panels;
  • Credit Suisse Securities, LLC and RBC Dominion Securities Corp. in connection with the Rule 144A/Regulation S offering of US$425 million aggregate principal amount of 6.75% senior notes due 2023 by Seven Generations Energy Ltd.;
  • Morgan Stanley, Bank of America Merrill Lynch, Credit Suisse, RBC Capital Markets and J.P. Morgan Securities LLC in eight separate project bond financings for the Sabine Pass Liquefaction Project owned by Cheniere Energy Partners, for the issuance of over $12.8 billion of senior secured notes. The proceeds of these offerings are being used for the construction of five natural gas liquefaction trains at Sabine Pass Liquefaction, LLC’s facility in Cameron Parish, Louisiana. The original offering was named North America Midstream Oil & Gas Deal of the Year for 2013 by Project Finance magazine;
  • Morgan Stanley, Goldman Sachs & Co. LLC and RBC Capital Markets in three separate project bond financings by Cheniere Corpus Christi Holdings, LLC (CCH), a subsidiary of Cheniere Energy, Inc., for the issuance of $4.25 billion of senior secured notes. The proceeds were used in connection with the construction of two liquefied natural gas trains and a related pipeline at CCH’s facilities near Corpus Christi, Texas;
  • Catalyst Paper Corporation, a producer of mechanical printing paper, in the cross-border recapitalization of its outstanding debt and equity securities through a court-approved plan of arrangement, including the issuance of 13% senior secured notes and floating rate notes;
  • a syndicate of underwriters led by Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC in a US$2 billion Rule 144A private placement of notes by Barrick Gold Corporation in two tranches: US$1.25 billion of 3.85% notes due 2022 and US$750 million of 5.25% notes due 2042;
  • 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;
  • Bank of America Merrill Lynch, Goldman, Sachs & Co. and RBC Dominion Securities Inc. as financial advisors to Potash Corporation of Saskatchewan Inc., in the US$40 billion unsolicited bid by BHP Billiton;
  • 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 US$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 US$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;
  • BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. as lead underwriters in a US$367 million cross-border public offering of common shares by Cameco Corporation;
  • CIBC World Markets Inc. and Goldman, Sachs & Co. as agents in a US$732 million private placement of common shares by ING Canada Inc., a provider of property and casualty insurance;
  • Pan American Silver Corp. in its US$610 million acquisition of Aquiline Resources Inc.;
  • RioCan Real Estate Investment Trust in its C$150 million (US$137 million) offering of trust units, including a public offering in Canada and a Rule 144A offering in the United States;
  • RBC Capital Markets,Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Scotia Capital Inc. as underwriters in a US$4 billion cross-border public offering of common stock by Barrick Gold Corporation. This is the largest common stock offering in Canadian history; and
  • Meridian Gold Inc. in the US$3.5 billion unsolicited tender offer for its outstanding common shares by Yamana Gold Inc.

Credentials

Education

  • LL.B., University of Toronto, 1981
  • B.A.Sc., University of Toronto, 1978

Admissions

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

Christopher W. Morgan

Partner, Corporate Finance; Mergers and Acquisitions
christopher.morgan@skadden.com