Stephen Kelly practises corporate and securities law, with particular emphasis on corporate finance and mergers and acquisitions. He regularly acts for large public companies, underwriters, and investors in public offerings, including initial public offerings, bought deal transactions, and cross-border offerings, as well as private placements. Kelly frequently advises on public and private mergers and acquisitions both nationally and internationally. He is frequently retained to advise boards of directors and independent committees in the context of M&A, strategic reviews, shareholder activism, compliance, significant corporate investigations (including with respect to anti-bribery and corruption issues), and governance matters generally. He also regularly advises clients on corporate reorganizations, continuous disclosure obligations, corporate governance matters, the preparation of shareholders’ meetings, and other ongoing securities law questions.
On September 9, 2019, BELLUS Health Inc. completed its initial public offering in the United States of 9,859,155 common shares at a price of US$7.10 per common share, for total gross proceeds of approximately US$70 million.
On January 10, 2019, a consortium consisting of Air Canada, Toronto-Dominion Bank (“TD”), Canadian Imperial Bank of Commerce (“CIBC”) and Visa Canada Corp. (“Visa”) announced the successful closing of its purchase of Aimia Canada Inc., owner and operator of the Aeroplan Loyalty Business, from Aimia Inc.
On September 14, 2018, Boralex Inc. (“Boralex”), a Canadian leader in the development and operation of renewable energy facilities and France’s largest independent producer of onshore wind power, completed the acquisition of all of the economic interests of Invenergy Renewables, LLC (“Invenergy”) in five wind farms in Québec, for a total cash consideration of approximately $215 million.
On December 21, 2017, Fiera Capital Corp. completed a $168.75-million bought-deal public offering of class A subordinate voting shares (Class A Shares) and convertible unsecured subordinated debentures (Debentures). The Class A Shares were sold to a syndicate of underwriters, co-led by National Bank Financial, Desjardins Capital Markets and GMP Securities, and the Debentures were sold to a syndicate of underwriters, co-led by National Bank Financial, Desjardins Capital Markets and Scotiabank.
On July 3, 2017, SNC-Lavalin Group Inc. (SNC-Lavalin) completed its acquisition of WS Atkins plc (Atkins), one of the world’s most respected consultancies in design, engineering and project management, with a leadership position across the infrastructure, transportation and energy sectors, by means of a Court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act 2006 (the Acquisition).
On July 22, 2016, Dollarama Inc. completed a private offering of $525 million aggregate principal amount of 2.337 per cent senior unsecured notes due July 22, 2021 (the Notes).
On July 8, 2015, TPG Capital LP (TPG), a global private investment firm, acquired a majority stake in Cirque du Soleil (Cirque), Canada’s iconic entertainment company, for an undisclosed amount. Caisse de dépôt et placement du Québec along with Fosun Capital Group, one of China’s leading privately-owned investment groups, also acquired a minority stake in Cirque. In addition, Mitch Garber, Chair of the Cirque Board, Claridge, Stephen Bronfman’s family investment arm, and Cirque President and CEO Daniel Lamarre acquired ownership stakes.
On March 12, 2015, National Bank of Canada completed a secondary offering, through a subsidiary, on a private placement basis, of 9,083,000 class A subordinate voting shares of Fiera Capital Corporation at a price of $12.60 per share for gross proceeds of $114,445,800.
On April 8, 2015, Dollarama Inc. completed a private offering of $125 million additional aggregate principal amount of floating rate senior unsecured notes due May 16, 2017 (the Notes). The Notes constitute an increase to the $150 million aggregate principal amount of floating rate senior unsecured notes due May 16, 2017, issued by Dollarama Inc. on May 16, 2014.
SNC-Lavalin announced that it had reached financial close on the sale of its 100-per cent interest in AltaLink, Alberta's largest regulated energy transmission company, to Berkshire Hathaway Energy (Berkshire). This follows the receipt of regulatory approvals from the Alberta Utilities Commission and approvals pursuant to the Competition Act and Investment Canada Act. Based on the terms of the agreement, the transaction values AltaLink at approximately $7.2 billion and will result in gross proceeds to SNC-Lavalin of approximately $3.1 billion.
SNC-Lavalin (GB) Ltd., a wholly owned subsidiary of SNC-Lavalin, acquired the entire share capital of Kentz Corporation Ltd. SNC-Lavalin paid £9.35 ($17.13) per share for a total purchase price of approximately £1.2 billion ($2.1 billion). Kentz shareholders voted in favour of SNC-Lavalin’s offer at a meeting convened by order of the Court and an Extraordinary General Shareholders Meeting, both held on August 11, 2014.
