Robert Carelli is a partner, Head of the Montreal office’s Corporate Group and a member of the firm’s Partnership Board. Named as one of Canada’s Top 25 Most Influential Lawyers in 2020by Canadian Lawyer, Robert has over 20 years of extensive experience focused primarily in the areas of securities, capital markets, public and private mergers & acquisitions and corporate governance. He advises issuers and underwriters on public offerings and private placements, boards of directors and private equity funds. Robert is highly regarded in the Canadian capital markets space and is consistently recognized as a leading securities practitioner by the legal industry’s most prominent directories, including Chambers and Lexpert. Robert is also recognized for his solid track record of successfully working on complex domestic and cross-border mergers and acquisitions for clients in various industries, including technology, retail, aviation and healthcare.
On March 15, 2019, Lightspeed POS Inc. (Lightspeed or the Company) completed its initial public offering of an aggregate of 17,250,000 subordinate voting shares (the Shares) issued from treasury for a price of $16.00 per Share for aggregate gross proceeds of $276,000,000, which includes the exercise in full by the underwriters of their over-allotment option (the Offering). The Offering was underwritten by a syndicate of underwriters co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and J.P. Morgan Securities Inc. and included CIBC World Markets Inc., TD Securities Inc., Raymond James Ltd. and Scotia Capital Inc. (collectively, the Underwriters).
On March 2, 2018, SNC-Lavalin Group Inc. (SNC-Lavalin) completed a private offering of $525-million aggregate principal amount three series of debentures, consisting of (i) $150,000,000 of its Floating Rate Series 2 Debentures due March 4, 2019; (ii) $175,000,000 of its Floating Rate Series 3 Debentures due March 2, 2021; and (iii) $200,000,000 of its 3.235 per cent Series 4 Debentures due March 2, 2023 (collectively, the Debentures).
On July 5, 2017, Canada Goose Holdings Inc. completed its secondary offering of 12,500,000 subordinate voting shares for a price of US$20.75 per share for aggregate gross proceeds of US$259,375,000. The shares were sold by an investment fund advised by Bain Capital, DTR LLC, and certain charities and members of management.
A group of investors led by the Dutil family (the Family Group) and composed of American Industrial Partners (AIP), Caisse de dépôt et placement du Québec (CDPQ) and Fonds de solidarité FTQ (FSTQ and, collectively with the Family Group and CDPQ, the Rollover Shareholders) successfully completed the acquisition of Canam Group Inc. (Canam), a corporation involved in the design, manufacture and sale of construction products and services for the commercial, industrial, institutional, multi-residential and infrastructure construction industries, for approximately $875 million, including the assumption of existing indebtedness.
On July 6, 2017, Logistec Corporation (Logistec), a marine and environmental services provider, completed the acquisition of 51 per cent of all of the issued and outstanding voting shares of Fer-Pal Construction Ltd. (Fer-Pal). The purchase price comprised of a cash payment of $41.5 million and the issuance of 230,747 Class B subordinate voting shares in the share capital of Logistec.
On March 21, 2017, Canada Goose Holdings Inc. completed its initial public offering of 23 million subordinate voting shares at an initial offering price of $17.00 per share, which included the exercise in full by the underwriters of an over-allotment option to purchase up to 3 million additional subordinate voting shares, for total gross proceeds of $391 million to Canada Goose and the selling shareholders.
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 May 20, 2016, Lowe’s Companies Inc. (Lowe’s) completed its friendly acquisition of Rona Inc. (Rona) by way of a plan of arrangement under the Business Corporations Act (Québec) for $3.2 billion.
A Consortium composed of Placements CMI Inc. (CMI), a holding company controlled by Manac Inc.’s founder Mr. Marcel Dutil, and four Québec-based institutions, namely Caisse de dépôt et placement du Québec (CDPQ), Fonds de solidarité FTQ (FSTQ), Investissement Québec (IQ) and Fonds Manufacturier Québécois II s.e.c., successfully completed the acquisition of Manac Inc. (Manac), a North American leader in the design and manufacture of specialty trailers, for approximately $186 million, including the assumption of existing net indebtedness.
On May 14, 2015, GDI Integrated Facility Services Inc. (GDI) completed an arrangement with Medwell Capital Corporation (Medwell). In conjunction with the arrangement, GDI completed a public offering of 10,105,000 subordinate voting shares at a price of $16.00 per subordinate voting share for gross proceeds of $161,680,000.
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.
Air Canada closed its private offering of three tranches of Enhanced Equipment Trust Certificates (EETCs), in the aggregate face amount of US$1,031,390,000. This is the second EETC offering in the last two years used by Air Canada to finance the acquisition of new aircraft to be added to its fleet. In April 2013, Air Canada closed the first Canadian offering using EETCs under the Cape Town Convention, which was ratified in December 2012, and became effective April 1, 2013, in Canada.
Nellson Nutraceutical, a portfolio company of Kohlberg & Company, L.L.C., completed its acquisition of Le Groupe Multibar Inc., a Montreal-based manufacturer of nutritional and snack bars, for an undisclosed amount.
Lumenpulse Inc. completed an initial public offering of its common shares. In connection with the initial public offering, Lumenpulse issued 6.25 million common shares at a price of $16 for a total of $100 million, and the common shares began trading on the Toronto Stock Exchange under the symbol “LMP.”
