IFLR 1000
The Guide to the World's Leading Financial Law Firms

In addition to its offices in Toronto and New York, Torys added a new office in Calgary in early 2011, recruiting six new partners in the process. Scott Cochlan, Ron Deyholos, Kevin Fougere and Janan Paskaran join from Blakes, Harold Huber from McCarthy Tétrault, and Neville Jugnauth from MacLeod Dixon. An additional nine associates were also hired over the past year.

The firm's clients include Canada's largest corporations and its five major banks as well as high-profile private equity investors. The Canadian government also calls on the firm to advise on developing policy initiatives.

"They have a very thorough knowledge of the inner workings of what we do," says one client. "They take a very constructive approach to complicated matters." As far as the firm's international capabilities are concerned, he observes, "They could benefit from an office in Europe."

A clear highlight last year, in line with the market trend in increased high-yield work, saw the firm advise Novelis on its $4.8 billion refinancing, including a $2.5 billion high-yield offering led by Citibank.

The firm also represented the Ontario Teachers' Pension Plan Board in its issuance of debentures totaling C$2 billion ($2 billion), offered for sale on a "best efforts basis" by a syndicate co-led by TD Securities and Royal Bank of Canada Securities. The syndicate also included BMO Newbitt Burns, CIBC World Markets and Scotia Capital. The trust will lend the proceeds of the offering to one or more of the entities in the real estate portfolio of the Ontario Teachers' Pension Plan Board, referred to as the Cadillac Fairfield Group. The debentures have been assigned triple-A ratings by DBRS and Standard and Poor's.

The Torys bank lending team's headcount was increased in March 2011 when Kevin Fougere joined the team from Blake Cassels & Graydon.

One of the largest deals acted on by the firm saw department head Adam Delean acting for Novelis on a $4.8 billion refinancing consisting of a $1.5 billion loan, an $800 million asset based revolving credit facility and a $2.5 billion high-yield offering.

One banking client says that Delean is "always accessible", even when travelling. "He provides good advice and knows the difference between business and legal points," she says.

Another substantial deal saw the team advise Viterra on its $1.6 billion revolving credit facility made up of Australian and Canadian tranches.

Delean also advised the Canada Post Corporation as it gained C$400 ($388 million) million in credit facilities from Toronto-Dominion Bank and Royal Bank of Canada. This was done in conjunction with two public debt issues worth over $1 billion, which the firm also advised on.

On the regulatory side, the firm was mainly involved acting on the regulatory aspectsof M&A deals. Blair Keefe leads the team and deal examples last year included advising Sun Life Assurance and Sun Life Financial on an agreement to sell its life reinsurance business to Berkshire Hathaway Life and acting for TD Bank Financial Group on its acquisition of the South Financial Group.

In early 2011, the firm opened a new office in Calgary designed to better serve clients interested in doing business or investing in Alberta or in the energy sector overseas. The Calgary office adds to the firm's base in Toronto and its New York office, and has been staffed with partners recruited from Canada's top firms including Scott Cochlan and Janan Paskaran from Blakes, Harold Huber from McCarthy Tétrault, and Neville Jugnauth from MacLeod Dixon.

In one of the largest integrated media deals in Canada in 2010, Torys represented The Woodbridge Company and CTVglobemedia in connection with BCE's acquisition of CTV and Woodbridge's Acquisition of The Globe and Mail. BCE, Canada's top integrated media company, acquired 100% of CTV, one of Canada's largest national television stations, including its media assets. As part of the transaction, The Woodbridge Company acquired direct ownership of Canada's national newspaper, The Globe and Mail.

The firm also represented the TMX Group in connection with the Toronto Stock Exchange's proposed merger with the LSE, valued at $3.7 billion. The transaction fell through because it could not get the required two-thirds of shareholder approval.

Led by Jonathan Weisz, the project finance group of Tory's was boosted over the past year after the opening of a new office in Calgary, adding to its presence in Toronto and New York. The project finance group added five new members, including two partners in its Calgary office - Kevin Fougere, formerly of Blakes, and Tony Cioni, former in-house counsel at Husky Energy. Tara Mackay was also promoted to partner in February 2011.

"They know their business and they know the industry," says one client, who deals primarily with Weisz and Fougere on energy projects. "A lot of the business we do is highly structured; you need to know what the risks are and what business and legal points you can compromise on. They do, better than anyone."

Torys is consortium counsel to Windsor Essex Mobility Group (WEMG) in a design-build-finance-maintain contract with the Province of Ontario for the construction of Windsor-Essex Parkway. The 11km, six-lane highway will include a service road that will connect Highway 401 to a new international crossing to Interstate 75 in Michigan. The parkway will be delivered using Ontario's alternative financing and procurement (AFP) model, which transfers most risks associated with the design, construction and maintaining of the parkway to WEMG. The contract's value to WEMG is approximately C$1.4 billion ($1.47 million), and over the 30-year contract term, the payments will come to around C$2.2 billion. The deal closed in December 2010.

Torys also represented the international lending syndicate: Dexia Credit Local, WestLB and Caixa Nova in its C$100 million ($105 million) project financing of the 20MW Aten solar energy project in Amherstburg, Ontario. When completed, the park will be one of the largest solar power facilities in Canada and is expected to produce enough electricity annually to power approximately 4000 homes. The facility, which involved several Renewable Energy Standard Offering Project contracts, is being developed by a subsidiary of Macquarie Power & Infrastructure Income Fund. The deal closed in November 2010.

Torys enters the rankings this year on the back of a strong pipeline of deals and positive recommendations from competitors. The team was described as "smaller but starting to build up" by one partner while department head Tony DeMarinis was described as a "quiet, but well thought of guy".

The team was boosted in December 2010 with the hire of David Bish from Goodmans.

One deal that highlights the firm's increased status is the Nortel Networks CCAA (Companies' Creditors Arrangements Act) proceedings. The Tory's team led by DeMarinis acted as Canadian counsel to the company on the cross border deal.

Another substantial deal saw DeMarinis again involved this time alongside Michael Rotszstain and Adam Slavens acting for Fairfax Financial Holdings as DIP lender to the AbitibiBowater restructuring. The deal, which is valued at more than $1 billion, was one of the largest deals in recent years because of the size of the pulp manufacturer.

Finally the team also acted for eyecare firm TLC Vision in its Canadian and US restructuring proceedings. The deal saw the company being sold to HIG Capital and Charlesbank Capital partners.