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

Blakes' securities group is one of the largest in Canada, with over 100 lawyers. The firm advises the country's public companies and investment dealers in a wide range of corporate finance transactions and securities regulatory matters. Its international presence gives it cross-border capability in principal markets. In 2010, Blakes assisted its clients in raising over C$25 billion ($26 billion) in debt and equity financing. The firm boasts strong relationships with Canadian securities regulators.

A client from one international bank praises the firm's ability to anticipate his company's interests and needs. Regarding partner Ross McKee, he says, "I actually refer to him as the Oracle." However, the firm suffered a blow with the loss of Scott Cochlan, Ron Deyholos, Kevin Fougere, and Janan Paskaran to Torys in March 2011.

In deals that closed in August and September 2010 respectively, Blakes acted for a syndicate of underwriters on the $750 million and $700 million offerings of notes by Teck Resources. Proceeds from the issuances were used by Teck to fund cash tender offers to purchase over $1 billion of senior secured notes due in 2014, 2016 and 2019.

Blakes also acted for Genworth MI Canada, the Canadian mortgage insurance subsidiary of Genworth Financial, on its two offerings of a total of C$425 million ($443 million) of debentures. Genworth MI Canada went public in 2009 in the largest IPO in Canada that year. The two debenture offerings completed by Genworth MI Canada in 2010 were its first public offerings following its IPO.

Blake Cassels & Graydon's financial services group has built a powerful reputation among competitors and clients alike, including numerous domestic and foreign financial institutions and commercial and consumer finance companies. Blake draws on its strong relationships with federal, provincial and industry regulatory authorities to provide advice on financial services regulations.

Regarding its top-tier ranking, one peer notes, "They're there because of value." A client adds, "They know where the law's at and where the law's going. They know who to speak to. They're good at proposing workable solutions."

One clear deal highlight last year saw partner Peter MacGowan advise Biovail Pharmaceuticals on $2.75 billion of credit facilities in connection with its merger with Valeant Pharmaceuticals, bringing together two of the largest pharmaceutical companies in North America.

In 2010, Blakes also advised The Bank of Nova Scotia on financing in connection with the $1.9 billion hostile bid by Canadian-headquartered convenience store operator Couche-Tard. The bid was for a strategic acquisition of 1500 Casey's General Stores in the US, which would have made Couche-Tard one of the nation's major convenience store owners. The Bank of Nova Scotia was one of a syndicate of 11 Canadian and international financial institutions that entered into a credit agreement with Couche-Tarde. The institutions subsequently agreed to provide a maximum of $1.5 billion in financing following a four-year term loan facility.

Blake Cassels & Graydon maintains market dominance for its busy M&A practice, boasting an impressive roster of high-profile deals which have impressed competitors and clients. One client calls Blakes' M&A attorneys "a responsive, timely, thoughtful group of people", while another says: "They have significant bench strength for whatever we need." A competitor notes, "They belong in the top tier."

In what was probably the most highly publicised M&A deal of 2010, Blakes acted for BHP Billiton, the world's largest diversified natural resources company, in its failed attempt to acquire $38.6 billion in shares from the Potash Corporation of Saskatcehwan, a fertilizer giant. The deal, led by David Jackson, Jeff Lloyd and Mike Gans, was blocked by the Canadian government under the Investment Canada Act. It would have been the largest M&A transaction of the year.

Blakes also represented Cliffs Natural Resources, one of the largest mining and natural resource companies in North America, on its all-cash C$4.9 billion ($5.1 million) acquisition of Consolidated Thompson Iron Mines. The acquisition was completed in May 2011.

In the first major transaction in the anticipated gold sector consolidation, Blakes acted for the Vancouver-based, West African-focused Red Back Mining on its $7.3 billion acquisition by Canadian based Kinross Gold. Upon completion of the transaction, former Kinross shareholders held approximately 63% of the combined entity while the former Red Back shareholders held 37%.

Blakes Cassels & Graydon's expertise in infrastructure development has placed it at the forefront of the public infrastructure market. The firm has played a significant role in most public-private partnerships (PPPs) and alternative financing and procurement projects in Canada, and many major public procurement projects throughout the world. With offices in each of the major Canadian cities, Blakes' infrastructure/P3 group has attracted praise from clients.

"We're very happy with the skill level," says one client. "They're also very good at keeping me informed, updated, asking the appropriate questions, thinking issues through before they develop into problems and heading them off." Another customer observes, "They always meet our deadlines, whether reasonable or unreasonable."

Blakes acted for Ontario Power Generation in connection with bank and bond financing arrangements for the redevelopment of hydroelectric-generating assets on Northern Ontario's Lower Mattagami River. At a cost of C$2.6 billion ($2.7 billion), it is the largest hydroelectric undertaking in Ontario in the last 40 years, and will provide hydroelectric energy to the province. The first component of the financing, comprising a master trust indenture and a $700 million bank credit facility, closed in August 2010.

The firm also scored a double first, advising Fiera Axium Recherche on the first Québec health PPP, the $470 million financing for medical research centre Centre Hospitalier de l'Université de Montréal. The deal was also the first PPP in the province to be financed with bonds. The facility will accommodate around 110 research teams and approximately 500 temporary users, including students and patients.

One of the largest deals the Blakes team acted on last year was the debt restructuring of Gateway Casinos and Entertainment. The team led by Bill Kaplan and Peter Rubin acted for the company itself on the deal that required $1.1 billion of debt to be renegotiated with over 40 lenders.

In terms of creditor side mandates, the team represented Caterpillar Financial Services as the second largest creditor of Cow Harbour Construction. The proceedings saw the firm being put into receivership and subsequently sold. In a similar deal, Steven Weisz advised CIBC Asset-Based Lending as lender in the restructuring proceedings of Canwest Media, a company with both television and publishing interest. The deal was quite substantial as the combined liabilities amounted to C$5.8 billion ($5.7 billion).