Big Deals roundup: November 2020 to March 2021

Here’s a sampling of some of the largest Finance and M&A deals Canada’s law firms have closed in the past months

Canada’s legal giants in the Finance and Mergers & Acquisitions practice areas have been on a roll these few past months, despite the disruptions caused by the pandemic, and closing one major deals after another. Stikeman Elliott LLP, Torys LLP, Blake, Cassels & Graydon LLP, and Norton Rose Fulbright Canada LLP led the pack, striking multiple deals worth hundreds of millions to billions of dollars. Borden Ladner Gervais LLP, Goodmans LLP, McMillan LLP, and Osler, Hoskin & Harcourt LLP also closed significant deals.

Deal: Sagen MI Canada Inc. completion of preferred share, debenture, hybrid note offering
Closing date: March 23, 2021

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Firms involved:
An in-house legal team that included Winsor Macdonell and Robert Piroli represented the Sagen MI Canada.

Blake, Cassels & Graydon LLP acted as external counsel to the Sagen MI Canada.
Legal team: Jeff Lloyd, Shlomi Feiner, Joe Zed, David Bristow, Andrew Wang, Elliot Seetner, Jeremy Ungerman-Sears (corporate/securities), Paul Belanger (financial services), Paul Stepak, Chris Van Loan, Peter Lee (tax)

Stikeman Elliott LLP acted as counsel to the dealers, consisting of BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and TD Securities Inc.
Legal team: D’Arcy Nordick, Victor MacDiarmid, Precia Darshan, Jamil Visram (corporate/securities), Stuart Carruthers (insurance), Jonathan Wilson (tax)

Torys LLP acted as counsel to Brookfield.
Legal team: Karrin Powys-Lybbe, Josh Lavine, Carly Klinkhoff, Jesse Leonard (corporate/securities)

Goodmans LLP acted as counsel to the special committee of the board of directors of the Sagen MI Canada.
Legal team: Chris Sunstrum, Robert Vaux

Sagen MI Canada Inc., formerly Genworth MI Canada Inc., completed an offering of an aggregate of $150 million principal amount of fixed-to-fixed rate subordinated notes convertible into its preferred shares. The offering was conducted on a reasonable best efforts agency basis through a syndicate of underwriters led by BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and TD Securities Inc.

Deal: TCV leads $114-million investment in Wealthsimple
Closing date: February 11, 2021

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Firm involved:
Stikeman Elliott LLP
(Toronto) acted as counsel to TCV.
Legal team: Evan Marcus (lead lawyer), Dan Glavin, Curtis Lahey, James Sifakis (corporate), Ramandeep Grewal (regulatory), Frank Mathieu, Adam Drori (tax), Justine Whitehead, Andrea Kroetch (intellectual property), Wesley Ng, Jennifer Byun, Sara Shayan (technology), Neil Shapiro (real estate), Khalfan, Jackie Ferreira (employment), Allyson Marta (pensions)

TCV, one of the largest growth equity investors focused on technology, led a $114-million investment in Wealthsimple. The investment values Wealthsimple, a Canadian financial company behind Canada’s leading digital investing and stock trading platforms, at $1.4 billion.

Deal: Duo Bank of Canada’s acquisition of Fairstone Financial Holdings
Closing date: January 4, 2021

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Firms involved:
Stikeman Elliott LLP
represented J.C. Flowers and Värde Partners.
Legal team: John Leopold, Warren Katz, Kevin Custodio, Jason Paperman, Jeff Li (mergers and acquisitions), Frank Mathieu, Philippe Kattan, Vanessa Clusiau (tax), Jonathan Auerbach (intellectual property), François Gilbert, Serge Levy (banking), Meaghan Obee Tower (regulatory), Stephanie Weschler, Stephanie Pasternyk (employment), Natasha vandenHoven (pension and benefits), Michael Kilby, Michael Laskey, David Feldman (competition), Larry Cobb, Stefan Fews, Mario Paura (real estate), Eliot Kolers, Danielle Royal, Sinziana Hennig, Zev Smith (litigation), Denise Duifhuis, Jordan Altman (corporate)

Susanne Clark and Jeff Goldfarb represented Centerbridge Partners L.P. in-house.

Jackie Taitz represented Ontario Teachers’ in-house.

Heather Lee represented Duo Bank of Canada in-house.

Torys LLP represented Duo Bank of Canada.
Legal team: Richard Willoughby, David Seville, Leah Frank, Steven Rotchtin, Stephen Neil, Parker Baglole, Claire Chapman, Sarah Strong (mergers and acquisitions), Blair Keefe, Eli Monas, Chris Richter, Peter Aziz, William Walters, Matthew Angelus (regulatory and consumer protection), Tom Zverina, Erin Shin (lending), Michael Feldman, Vidushi Hora (securitization), Jerald Wortsman (tax), Jennifer Lennon, Zahava Blumenthal, Tom Stevenson (employment), Edward Fan (intellectual property), Dany Assaf, Zee Derwa (competition), Linda Plumpton, Andrew Gray, Gillian Dingle, Leora Jackson, Adrienne Oake, Alicja Puchta (litigation)

McMillan LLP acted as legal counsel to Stephen Smith.
Legal team: Ted Scott (corporate and mergers and acquisitions), Maria Sagan (financial services)

Willkie Farr & Gallagher LLP acted as legal counsel to Centerbridge Partners L.P.

Osler, Hoskin & Harcourt LLP acted as legal counsel to Ontario Teachers’ Pension Plan.
Legal team: John Groenewegen, Victoria Graham, Brett Anderson, Arielle Kaplan (corporate), Patrick Marley (taxation)

J.C. Flowers & Co. LLC and Värde Partners, Inc. completed its sale of Fairstone Financial Holdings Inc. to Duo Bank of Canada, a Toronto-based financial services provider supported by Stephen Smith, Centerbridge Partners L.P. and Ontario Teachers' Pension Plan Board.

Deal: PayBright announces $340-million acquisition by Affirm
Closing date: December 3, 2020

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Firms involved:
Borden Ladner Gervais LLP represented PayBright.
Legal team: Manoj Pundit, Ben Keen, Jonas Farovitch, Galen Flaherty

Baker & McKenzie LLP acted as counsel to Affirm.

Norton Rose Fulbright Canada LLP acted as counsel to Affirm.
Legal team: Elana Hahn (lead lawyer), Eric Reither, Tim Stewart, Olga Lenova, Shreya Gupta, Petra Vrtkova

PayBright Inc., a Canadian buy-now-pay-later provider, announced that it has entered into a definitive agreement to be acquired by Affirm, Inc., a U.S.-based consumer finance platform provider.

Deal: Intact Financial completes three offerings to fund proposed acquisition of RSA Insurance Group PLC
Closing date: November 5, 2020

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Firms involved:
An in-house legal team represented Intact.
Legal team: Frédéric Cotnoir, Stephanie Lee, Danistan Saverimuthu, Catherine Lemay

Blake, Cassels & Graydon LLP acted as external Canadian counsel to Intact.
Legal team: Jeff Lloyd, Markus Viirland, Brendan Reay, Richard Turner, David Bristow, Kendall Grant, Alex Mieszkalski, Laura Robinson (corporate/securities), Michael Matheson, Jennifer Hancock, Kerri Marks (financial services), Peter Lee (tax)

Clifford Chance LLP acted as U.K. counsel to Intact.
Legal team: Tim Lewis, Katherine Moir, Rui Huo, Erik O’Connor, Fiona Coffee (corporate/securities)

Skadden, Arps, Slate, Meagher & Flom LLP acted as U.S. counsel to Intact.
Legal team: Jon Hlafter, Dwight Yoo, Annabelle Gardere (corporate/securities)

Norton Rose Fulbright Canada LLP acted as Canadian counsel to the Cornerstones.
Legal team: Pete Wiazowski, Emmanuel Grondin, Thomas Charest-Girard, Audrey Levesque, Elie Krief (corporate/securities), Derek Chiasson (tax)

Latham & Watkins LLP acted as U.K. counsel to the Cornerstones.
Legal team: Richard Butterwick, Suneel Basson-Bhatoa, Victoria Sander, Jessica Corr, Samantha Si (corporate/securities)

Torys LLP acted as counsel to the underwriters and the dealers.
Legal team: David Seville, Mile Kurta, Josh Lavine, Emily Debono, Michael Murphy, Sarah Strong, Sarah Fallis (corporate/securities)

On Nov. 25, 2020, Intact Financial Corporation completed private placements of subscription receipts to Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board and Ontario Teachers’ Pension Plan Board (collectively, the Cornerstones) for aggregate gross proceeds of approximately $3.2 billion.

On Dec. 3, 2020, Intact completed an offering of subscription receipts for gross proceeds of approximately $1.25 billion. The offering was conducted on a bought deal basis through a syndicate of underwriters led by CIBC World Markets Inc. and Barclays Capital Canada Inc. and including BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Cormark Securities Inc., Desjardins Securities Inc., HSBC Securities (Canada) Inc., JP Morgan Securities Canada Inc., Raymond James Ltd. and UBS Securities Canada Inc. (collectively, the underwriters).

On Dec. 16, 2020, Intact completed private placements of an aggregate of $600 million principal amount of medium-term notes. The offering was conducted on a reasonable best efforts agency basis through a syndicate of agents co-led by CIBC World Markets Inc., TD Securities Inc., and National Bank Financial Inc., and including BMO Nesbitt Burns Inc., Barclays Capital Canada Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and Casgrain & Company Limited (collectively, the dealers).