Canada

Paul, Weiss has been a leader among U.S. law firms representing Canadian companies and their underwriters for over four decades. We have a dynamic Canadian practice assisting Canadian clients on cross-border capital markets transactions, M&A, corporate governance, tax, employee benefits, litigation and arbitration, antitrust, project finance, FCPA, environmental and other regulatory compliance issues and intellectual property matters. Because our Canadian cross-border transactions often require an interdisciplinary approach, the attorneys in our Canada Practice work closely with all of the firm’s practice groups in order to bring together experience-based creativity and the wide range of legal skills necessary to achieve our clients’ objectives.

We are U.S. counsel to some of Canada’s largest public companies, including: AbitibiBowater, Agrium, Canadian Natural Resources, Cenovus, EnCana, Husky, Nexen and Teck Resources. We also represent as U.S. counsel a large number of public and private Canadian companies in diverse industries including aerospace, biotechnology, communications, entertainment, energy, financial services, forest products, manufacturing, mining, real estate, software and transportation.

In addition, the Paul, Weiss Private Equity Group, one of the most active and highly regarded in the United States, brings a global perspective and broad experience to Canadian private equity transactions. We regularly represent U.S. and Canadian private equity firms and hedge funds, along with lenders and financial investors, in cross-border transactions. Our private equity clients have included Apollo, Birch Hill, Caisse de dépôt, Carlyle, CI Capital Partners, Fortress, General Atlantic, KKR, KPS, Oak Hill, Oaktree, Onex, Towerbrook and Wellspring.

Paul Weiss's Canadian practice is led by partners Ted Maynard and Andrew Foley, members of the firm’s Corporate Department, who have a combined experience of more than 35 years advising Canadian companies and their underwriters on transactions involving U.S. legal matters. Our Canada practice group also includes corporate partners Matt Abbott and Ariel Deckelbaum, who specialize in private equity and other mergers and acquisitions transactions. The group also includes members of our Litigation and Bankruptcy Departments who have substantial experience in Canadian-US cross-border litigation and dispute resolutions and restructurings.

Mergers and Acquisitions

We regularly represent clients in cross-border acquisitions between U.S. and Canadian companies, advising on the full range of tactical and legal issues in the context of negotiated and hostile transactions, including, among others, advice on how to make the transaction most tax-efficient for all relevant parties. Our Canadian clients also frequently ask us to provide advice regarding U.S. legal issues involved in the combination of two Canadian companies, including U.S. securities, tax, antitrust and other areas of law.

Recent representative transactions include:

Abitibi-Consolidated Inc. in connection with its merger with Bowater Incorporated in a deal valued at approximately $8 billion, creating the third-largest publicly traded paper and forest products company in America.
Agrium Inc. in its unsolicited offer to acquire CF Industries in a transaction valued at approximately $5 billion (withdrawn); also advised Agrium in connection with its $2.65 billion acquisition of UAP
Bauer Hockey, a portfolio company of Kohlberg & Company, in connection with its acquisition of Mission ITECH Hockey
Eldorado Gold Corporation in its acquisition of Australian Sino Gold Mining Limited for $2 billion
EnCana Corporation in its split into two publicly traded energy companies, Encana Company, a natural gas company and Cenovus Energy Inc., a fully integrated oil company
Ericsson in its purchase of Nortel Networks’ North American CDMA and LTE businesses for $1.1 billion, and in its purchase of Nortel Networks’ GSM business for $103 million
General Atlantic in connection with a minority investment in Trow Global, a multidisciplinary engineering and consulting firm
Harvest Energy Trust in its acquisition by Korean National Oil Corporation for $3.9 billion
NRDC Equity Partners in its acquisition of Hudson’s Bay Company
PrimeWest Energy Trust in its Cdn$5 billion sale to TAQA North Ltd., a wholly-owned subsidiary of Abu Dhabi National Energy Company
Superior Plus Corporation in the purchase of a retail heating oil, propane and motor fuels distribution business from Griffith Energy Services, Inc. for $75 million; We also advised Superior Plus in its acquisitions of Sunoco, Inc.’s retail and heating oil and propane distribution business for $82.5 million and Specialty Products & Insulation Co. for $135 million, expanding its business into the U.S.
Teck Resources Limited in a $1.5 billion PIPE investment by China Investment Corporation (CIC) and its $14.1 billion acquisition of all the assets of Fording Canadian Coal Trust

Capital Markets and Securities

We often represent Canadian issuers and their underwriters seeking access to U.S. capital markets through public and private offerings of equity and debt securities. We have acted as U.S. counsel for either the issuer or the underwriters on transactions involving seven of the ten largest Canadian oil and gas companies. We have substantial experience with respect to a wide range of special U.S. securities, tax and other issues that apply to offerings by Canadian issuers into U.S. markets, in particular offerings made under the Canadian/U.S. multi-jurisdictional disclosure system.

Recent representative transactions include:

AbitibiBowater Inc. in connection with the securitization of $270 million in accounts receivables
Banc of America Securities LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc. and RBC Capital Markets Corporation, as underwriters in connection with a public offering of $700 million of debt securities of Talisman Energy Inc
Caisse de dépôt et placement du Québec in connection with a Rule 144A offering of $5 billion of debt securities; this deal was the largest non-governmental offering by any Canadian issuer in the U.S. to date
Canaccord Capital Corporation and Piper Jaffray & Co., as underwriters, in connection with DragonWave Inc.’s IPO in the U.S.
Canadian Oil Sands Limited, in connection with the expiration of its consent solicitation to amend four indentures relating to an aggregate of approximately $1.1 billion of debt securities previously issued in the United States under Rule 144A
Canadian Oil Sands Ltd. in connection with a Rule 144A offering of $500 million of debt securities
Canadian Pacific Railway Ltd. in connection with a public offering of Cdn$511 million of common shares listed on the NYSE and Canadian Pacific Railway Corporation in a public Cdn$350 million issuance of debt securities
Cenovus Energy Inc. in connection with a Rule 144A offering of $3.5 billion of debt securities
EnCana Corporation in connection with a public offering of $500 million of debt securities
Husky Energy Inc. in connection with a public offering of $1.5 billion in debt securities
Nexen Inc. in connection with a public offering of $1 billion of debt securities
Pengrowth in connection with a public offering of Cdn$300 million offering of trust units
Silver Standard Resources Inc. in connection with a public offering of US$109 million of common shares.
Silver Wheaton Corporation in connection with an offering of Cdn$287.5 million of common shares
Teck Resources Limited in connection with a Rule 144A offering of $4.2 billion of debt securities

Arbitration, Litigation and Restructuring

Long recognized as one of the premier litigation departments in the United States, Paul, Weiss handles cross-border lawsuits, administrative proceedings and investigations for pre-eminent Canadian companies. We also represent our Canadian clientele in complex international arbitrations spanning North America, Europe and Asia. The firm is also acclaimed for its restructuring capabilities. In all these areas, we work closely with Canadian counsel and have strong working relationships with many law firms throughout Canada.

Recent representative transactions include:

AbitibiBowater Inc. and certain of its U.S. and Canadian subsidiaries as U.S. bankruptcy and securities counsel in their complex U.S. chapter 11 and Canadian insolvency proceedings commenced in April 2009; we also represented Abitibi-Consolidated Inc. in its $8 billion merger with Bowater Inc. completed in 2007.
CP Ships Ltd. and several of its officers and directors in securities class actions arising out of the company’s restatement of its financial statements; we obtained dismissal of U.S. class actions filed against the company, then, while on appeal, settled the matters on a class-wide basis for $1.3 million; the settlement was approved by the District Court and affirmed by the 11th Circuit Court of Appeals.
Hollinger International (now Sun Times Media Group) in litigation concerning charges that its former CEO engaged in improper self-dealing transactions
Onex Corporation in civil litigation pending in federal court in Georgia, seeking damages resulting from the bankruptcy of a U.S. company in which Onex was the majority shareholder; we also represent Onex in a consolidated securities class action in SDNY with respect to allegations of non-disclosures in financial statements of one of its subsidiaries whose shares trade on the NYSE (ADRs)
SAC Capital in litigation regarding Biovail Corp in actions pending in NJ federal and state court; all claims against our client were dismissed, with prejudice
The ad hoc committee of bondholders of Quebecor Inc., a printing company with operations in North America, Europe, Latin America and India, in successfully emerging from protection under the CCAA in Montreal and chapter 11 in New York

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