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

McCarthy Tétrault has an enviable list of clients including: CIBC World Markets, TD Securities, BMO Capital Markets, Scotia Capital Markets and the Royal Bank of Canada. The firm also has an office in London to advise clients on UK and European securities offerings, including those listing on London's Alternative Investment Market (Aim).

"They're very responsive;, very creative and have very good expertise," says one client.

In April 2011, McCarthy acted for Innergex Renewable Energy on its acquisition of Cloudworks Energy for $187 million, including $39 million paid by common shares of Innergex through private placement to Cloudworks' shareholders. To finance the acquisition, Innergex completed a prospectus offering of subscription receipts for aggregate gross proceeds of approximately $166 million in March 2011.

And in the spring of the same year, Graham Cow and Andrew Parker represented a syndicate of underwriters/agents in two public debt offerings and three public trust unit offerings by Calloway Real Estate Investment Trust (REIT). The net proceeds of the offerings, valued at C$300million ($312 million), were used by the REIT to redeem outstanding debt and for general trust purposes.

McCarthy's banking and finance practice maintains its tier one ranking, partly based on the strong relationships it has built with all six of Canada's big banks: Royal, TD, CIBC, Scotia, BMO, and National.

In a deal that closed in December 2010, Stephen Furlan led the McCarthy team representing a syndicate of lenders led by The Toronto-Dominion Bank and co-arranged by Toronto-Dominion and Canadian Imperial Bank of Commerce in the creation of a new credit facility for the Aecon Group, Aecon Construction and Materials, Aecon Construction Group and Miwel Construction. The facility, valued at $312 million, was to be used for working capital and general corporate requirements.

Toronto Dominion also called on the firm to advise it as the administrative agent in refinancing a $535 million term and revolving facilities for the second largest casino operator in Canada. The transaction, with Gateway Casinos & Entertainments, included a new $406 million senior secured credit agreement providing Gateway with term and revolving facilities.

The last few years have been a period of change for McCarthy Tétrault's M&A group, with the retirements of partners Edward Kerwin in 2009,who has subsequently been appointed commissioner of the Ontario Securities Commission, and Richard Shaw in 2010.

McCarthy utilised its credit card and regulatory expertise in its representation of CIBC in its $2 billion acquisition of Citigroup's Canadian MasterCard portfolio. The deal, which closed in September 2010, was led on by partner David Woollcombe, and was McCarthy's first M&A transaction for CIBC.

In October that year, McCarthy represented Shaw Communications in its acquisition of Canwest's broadcasting assets for approximately C$2 billion ($2.1 billion), which included $709 million in funds managed by Goldman. The acquisition involved a plan of compromise, arrangement and reorganisation under the Companies' Creditors Arrangement Act and the Canada Business Corporations Act.

One client notes of McCarthy Tétrault that when he started working with the firm ten years ago, it was one of the few firms with expertise in the power sector. "They had more experience than most," he says. "They understand the business side and what matters." Another client remarks, "A lot the transactions have been very complex, precedent-setting deals and they were excellent." Over the past year, the firm has acted for the agents and lenders in the up to C$126 million ($133 million) financing of a peaking plant facility Spy Hill, Saskatchewan. Canadian Imperial Bank of Commerce acted as both arranger and administrative agent for the lenders consisting of Canadian Imperial Bank of Commerce, Bank of Montreal and The Bank of Nova Scotia. The deal closed in April 2010 and was led by Stephen Furlan.

Under lead lawyer Gordon Willcocks, McCarthy also acted as counsel to Women's College Hospital (WCH) and its co-sponsor Infrastructure Ontario for the C$450 million design-build-finance-maintain redevelopment project. The project is being delivered using an alternative financing and procurement model. Women's College Partnership will receive annual payments from Women's College Hospital over a 30-year period following completion of the construction, which is expected in 2016. A new 630,000-square-foot hospital will be built on the current Grenville Street site, replacing all existing buildings and consolidating most services to a single location.

Alongside department co-head Jarney Gage, Kevin McElcheran is seen to be one of McCarthy's leading lights in restructuring and last year he acted on two notable distressed acquisition deals for the firm. In one he acted alongside Heather Meredith as Georgia Pacific acquired Grant Forest Products for $400 million. McCarthy had advised TD Bank, the agent of the first lien lenders to Grant Forest in its CCAA proceedings. In a similar deal the firm also represented Goldman Sachs as it completed the sale of the funds interest in Canwest media to Shaw. This formed part of Canwest's wider CCAA proceedings.

The team also acted in several straight CCAA proceedings, including advise to Conjuchem Biotechnologies, a leading life sciences company, in this regard.

The Nortel restructuring deal produced mandates for many firms and McCarthy was no exception. Co-head of department Gage was called in to act for the administrator of Nortel's Canadian pension plans, Morneau Shepell.