79 Wellington St W, Suite 3000, Box 270, TD Ctr, Toronto, ON
Year called to bar: 1987 (ON)
David is the managing partner of Torys’ New York office and a leading advisor for public companies and private equity firms on mergers and acquisitions, shareholder activism and corporate and securities law. He has led numerous domestic and cross-border acquisitions and takeover bids and regularly advises companies, boards of directors and special committees in connection with M&A, securities law and corporate governance across various industries. David has extensive cross-border capital markets deal experience, acting as a trusted advisor to companies and investment banks in more than 250 Canadian, US and international equity and debt offerings worth over US$35 billion in capital raised. David is the lead external advisor to Fairfax Financial and BlackBerry, providing strategic advice on their corporate financings and M&A mandates. He led BlackBerry in its strategic review process along with the related US$1.25 billion financing. David also assisted Fairfax in its US$4.9 billion acquisition of Allied World Assurance Company and in its strategic investments in numerous companies, such as Toys “R” Us, Bauer and Easton Sports, the Keg, Prime Restaurants, Chorus Aviation, Mega Brands, Eacom Timber, The Brick Group, Sporting Life, Torstar and Resolute.
On May 31, 2018, an affiliate of Fairfax Financial Holdings Ltd. (Fairfax) acquired all of the share capital and business of Toys “R” Us (Canada) Ltd. Toys “R” Us (Canada) Ltee (Toys Canada) for a purchase price of $300 million subject to certain working capital adjustments. The share transaction, which was completed in connection with Toys Canada’s emergence from restructuring proceedings under the Companies’ Creditors Arrangement Act (the CCAA) and Chapter 11 of the U.S. Bankruptcy Code, has enabled Toys Canada to continue as a going concern without compromising creditor claims and preserved Toys Canada’s position as Canada’s leading toy and baby retailer.
On August 31, 2017, AGT Food and Ingredients Inc. (AGT) and Fairfax Financial Holdings Limited, through certain subsidiaries (collectively, Fairfax) closed their previously announced transaction, pursuant to which Fairfax agreed to invest $190 million in AGT in exchange for the issuance by AGT of 5.375-per-cent interest-bearing securities and common share purchase warrants.
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 June 18, 2015, Alltech, Inc. completed its acquisition of all of the outstanding common shares of Ridley Inc., by way of a plan of arrangement, for approximately $521 million. Before its acquisition, Ridley was publicly traded on the Toronto Stock Exchange and was one of the largest commercial animal nutrition businesses in North America. With the completion of the acquisition, the combined company is a global leader is animal health and nutrition with annual revenues in excess of US$1.6 billion and a presence in 128 countries with 77 manufacturing facilities and approximately 4,200 employees globally.
On April 10, 2015, Cara Operations Ltd., Canada’s largest full service restaurant company, completed its $200 million initial public offering. Cara sold 8.7 million subordinate voting shares for $23 each and now trades on the Toronto Stock Exchange under the symbol CAO.
