Lexpert's 2025 Awards of Excellence for top deals

22 deals show how law firms and businesses remained active amid economic uncertainty
Lexpert's 2025 Awards of Excellence for top deals

Resilience defines success in dealmaking. In 2024, Canada’s M&A landscape faced economic headwinds, yet dealmakers adapted to challenges with strategic innovation. Interest rate fluctuations, inflationary pressures, and regulatory scrutiny created hurdles, but the market remained active. With 952 transactions totalling $72 billion in the first half of the year alone, cautious optimism persisted despite ongoing uncertainty.

Some analysts warned that economic instability, tighter credit markets, and geopolitical tensions could stall dealmaking. Rising borrowing costs and valuation gaps between buyers and sellers further complicated negotiations, making some transactions harder to finalize. The looming impact of potential US tariffs added another layer of complexity, with concerns over cross-border deal flow.

Despite these challenges, Canada’s economy demonstrated resilience, achieving a GDP growth of 1.5 percent in 2024. Though modest, this expansion surpassed earlier forecasts. Dealmakers adjusted by employing creative deal structures, utilizing alternative financing sources, and streamlining portfolios to unlock new opportunities. These strategic shifts helped sustain deal activity amid an unpredictable financial climate.

Canada continues to offer attractive assets and skilled dealmakers. Those recognized as Excellence Awardees exemplify the industry’s ability to thrive despite economic and regulatory complexities. Their success highlights how innovation and adaptability drive the nation’s M&A market forward.

This year, Lexpert has named 22 deals in five categories (capital markets, infrastructure and project financing, insolvency and restructuring, mid-market deals, and M&A deal of the year) as Excellence Awardees, picked from dozens of submissions sent by legal professionals across Canada.

The next step is for the shortlisted Excellence Awardee deals to go to a panel of judges to choose a final winner in each category. We will then honour our Excellence Awardees and announce a winner in each deal category (along with our awards for non-deal categories) at an in-person gala on May 7 at the Metro Toronto Convention Centre. Here are this year’s Excellence Awardees.

Good luck to all.

Canadian Law Awards  

Coming up with this year’s Excellence Awardees involved a rigorous, expert-informed process. The Canadian Law Awards editorial and research teams reviewed all the submissions and consulted third-party information to identify each category’s standouts. A large, independent external judging panel will judge these shortlisted submissions, scoring them against the following criteria: the financial value of the deal; the degree to which it advanced legal and financial techniques and structures; how it spanned jurisdictions, practice areas, and industries; and whether the deal involved groundbreaking original legal strategies and structures. Through an aggregation of the judges’ scoring, a process independently verified through an audit by PwC, a final winner will be chosen from each category. Winners will be announced during an in-person event set for May 7. Visit lawawards.ca for more information about the gala event.

CAPITAL MARKETS DEAL OF THE YEAR

The Excellence Awardees in the capital markets category highlight the depth and innovation of Canada’s financial markets. These deals advanced financing strategies, strengthened corporate governance, and facilitated strategic restructuring, showcasing the adaptability and expertise required to thrive in Canada’s evolving capital markets landscape.

One of the most significant transactions in this category is Alimentation Couche-Tard’s concurrent US$1.5 billion and €1.35 billion notes offerings. Representing its largest-ever debt financing, the multi-tranche offering allowed Couche-Tard to optimize its capital structure while supporting its €3.1 billion acquisition of TotalEnergies SE’s European service stations. The transaction required seamless coordination across 24 law firms, 12 investment banks, multiple trustees, and regulators across North America and Europe, demonstrating the sophistication of its execution.

Leading legal advisors on the Canadian side included Stikeman Elliott LLP partner Maxime Turcotte and Fasken Martineau DuMoulin LLP lawyers Jean-Pierre Chamberland and Damien Hallé-Hannan. Skadden, Arps, Slate, Meagher & Flom LLP and Simpson Thacher & Bartlett LLP provided international counsel. Key financial institutions such as J.P. Morgan, PricewaterhouseCoopers LLP, and Wells Fargo played crucial roles in structuring and managing the transaction.

Another cutting-edge deal in this category is Browning West’s victory in the Gildan Activewear proxy campaign, which reshaped corporate governance at one of Canada’s largest apparel companies. The high-profile activist investor battle led to a complete reconstitution of Gildan’s board and the reinstatement of its ousted CEO, Glenn Chamandy. The campaign was one of the most significant shareholder-driven victories in Canadian corporate history, underscoring the impact of shareholder activism in governance reform.

Browning West, a Los Angeles-based investment firm, leveraged its strategic legal expertise to overcome management opposition and secure board control. The campaign involved extensive use of public filings, shareholder engagement, proxy battles, and legal proceedings, all of which were expertly handled by Goodmans LLP partner Jonathan Feldman as Canadian counsel.

Also earning recognition in this category is Canada’s $4 billion 10-year Green Bond issuance and additional $2 billion reopening, a pioneering sustainable finance initiative. The bond was the first of its kind in Canada to be issued exclusively in book-entry form, requiring modifications to custodial arrangements between the Bank of Canada and CDS Clearing & Depository Services. The transaction was structured to broaden access to international investors, reinforcing Canada’s growing role in the global green finance market.

McMillan LLP partners Eric Friedman, Paul Davis, and Sandra Zhao acted as the legal advisors to the Government of Canada. Davies Ward Phillips & Vineberg LLP partner Matthew Sherman represented the underwriting syndicate, which included Desjardins Securities, National Bank Financial, RBC Dominion Securities, and Scotia Capital. The success of this bond issuance set a precedent for future sustainable finance transactions and demonstrated Canada’s commitment to environmentally responsible investment strategies.

Completing the roster of Excellence Awardees is TC Energy Corporation’s $7.9 billion notes offering, which played a critical role in the spinoff of its Liquids Pipelines business. This resulted in the creation of South Bow Corporation, a newly independent, investment-grade energy infrastructure company with a market capitalization of $7 billion. This transaction is recognized as one of the largest and most sophisticated spinoff transactions in Canadian history, as well as one of the largest debt offerings of the year.

This deal was immensely complex, combining a cross-border private placement debt offering with liability management transactions totalling US$1.9 billion. The transaction required regulatory approvals from multiple agencies, including the Canada Revenue Agency, US Internal Revenue Service, Canada Energy Regulator, Alberta Energy Regulator, and US Federal Energy Regulatory Commission.

Partners Jeff Bakker and Michael Barrett from Blake, Cassels & Graydon LLP led the legal advisory team for Canadian matters and White & Case LLP for international legal aspects. RBC Capital Markets played a central role in structuring and executing the offering. The spinoff was structured as a tax-deferred “butterfly” transaction, a rarely used approach at this scale that requires expert coordination across tax, corporate, and regulatory frameworks.

These landmark transactions showcase Canada’s capital markets’ resilience, creativity, and expertise. From innovative financings to transformative corporate governance battles, these deals demonstrate how legal and financial professionals continue to drive market growth and innovation despite economic and regulatory complexities.

CANADIAN LAW FIRM INVOLVEMENT (CLIENT)

Alimentation Couche-Tard’s concurrent US$1.5 billion and €1.35 billion notes offerings
Fasken Martineau DuMoulin LLP (for the placing agents)
Stikeman Elliott LLP (for Alimentation Couche-Tard)

Browning West’s victory in the Gildan Activewear proxy campaign
Goodmans LLP (for Browning West)

Canada’s $4 billion 10-year Green Bond and additional $2 billion reopening
BCF LLP (for Government of Canada - translation counsel)
Davies Ward Phillips & Vineberg LLP (for the syndicate of underwriters)
Field Law (for Government of Canada - local counsel (initial issuance and re-opening) - NWT and Nunavut)
Macdonald and Company (for Government of Canada - local counsel (initial issuance and re-opening) - Yukon)
McMillan LLP (for Government of Canada)
MLT Aikins (for Government of Canada - local counsel (initial issuance and re-opening) - Saskatchewan and Manitoba)
Stewart McKelvey (for Government of Canada - local counsel (initial issuance and re-opening) - Atlantic Provinces)

TC Energy Corporations’ $7.9 billion notes offering for Liquids Pipelines business spinoff
Blake, Cassels & Graydon LLP (for TC Energy)

INFRASTRUCTURE & PROJECTS DEAL OF THE YEAR

The Excellence Awardees in the infrastructure and projects category highlight the innovative legal and financial structuring required to execute some of Canada’s most complex and transformative projects.

From energy infrastructure and digital assets to public transit and healthcare, these deals reflect the essential role of strategic investments in advancing critical infrastructure.

One of the most significant transactions in this category is Coastal GasLink Pipeline Limited Partnership’s $7.15 billion refinancing, which marked the largest Canadian-dollar-denominated bond offering in history. This private placement, completed in Canada, the US, and international markets, included 11 series of bonds with staggered maturities and was oversubscribed 3.6 times, demonstrating record-breaking demand. The transaction also involved the largest corporate interest rate swap unwind in Canadian history, which was used to hedge fluctuations in CGL’s construction credit facility.

The refinancing allowed Coastal GasLink, a 670-kilometre pipeline project, to replace approximately $8.2 billion in borrowings under its construction credit facility, supporting the final phases of development. The project, owned by TC Energy, Kohlberg Kravis Roberts & Co. L.P. (KKR), and Alberta Investment Management Corporation (AIMCo), also incorporates an Indigenous equity participation model, allowing local groups to acquire a 10 percent stake.

Blakes acted as Canadian counsel to CGL, with a team led by Jeff Bakker and Kristopher Simard. Norton Rose Fulbright Canada LLP advised the joint lead agents with a team led by Rick Borden.

Another major transaction was Fengate’s $1.8 billion recapitalization of eStruxture, the largest single transaction in the Canadian data centre sector’s history.

This deal involved a continuation fund with new capital from institutional secondary investors such as Pantheon and Partners Group. The recapitalization strengthens eStruxture’s national presence, expanding its digital infrastructure to meet the rising demand for cloud and data services. The legal complexities were vast, requiring simultaneous execution of a company sale and a bid process to establish a continuation fund.

Davies represented eStruxture with a team led by Elliot Greenstone. Stikeman Elliott advised Fengate, led by Warren Katz.

A major public transit investment, Surrey-Langley SkyTrain’s $5.996 billion expansion, represents a groundbreaking legal and financial structuring effort to enhance connectivity in British Columbia. The 16-kilometre SkyTrain extension, which adds eight stations and three transit exchanges, is set to be operational by 2029. It is said to be the first rapid-transit project south of the Fraser River in 30 years.

The Province of British Columbia implemented an unprecedented three-contract model – dividing the guideway, station construction, and system integration among consortiums – to mitigate risk and attract more competitive bids.

Norton Rose Fulbright, led by partner Jay LeMoine, acted for the Province of British Columbia in developing a new procurement structure, ensuring seamless integration of these contracts. Davies acted for SkyLink Guideway Partners, led by partners Greg Southam and Will Buchner. This consortium was awarded the contract to design, build, and finance the elevated guideway and associated roadworks, utilities, and active transportation elements.

A groundbreaking healthcare infrastructure transaction, the Weeneebayko Area Health Authority’s $1.8 billion redevelopment, introduced a progressive design-build-finance model (DBF) to modernize healthcare facilities for remote and Indigenous communities in Northern Ontario. The project replaces an aging hospital with a new state-of-the-art facility, a long-term-care home, a hostel, and staff residences in Moosonee, Ontario.

Fasken, comprised of Brian Kelsall, Tom Barlow, Ella Plotkin, Adam Lewinberg, Andrew Jerjian, and Shazad Omarali, acted as the legal counsel to Infrastructure Ontario (IO) and the Weeneebayko Area Health Authority (WAHA). Davies, led by William Buchner, represented Pomerleau, the company selected by IO to spearhead the redevelopment project. Stikeman Elliott, with a team led by Maxime Jacquin, represented the lenders, which included Federation des Caisses Desjardins du Quebec, Royal Bank of Canada, Caixabank, S.A., and Industrial and Commercial Bank of China (Canada).

The progressive DBF model used in this project was a first for social infrastructure in Ontario. It allowed for a two-stage procurement process that facilitated structured negotiations over construction costs and risk allocation. This approach enabled meaningful Indigenous engagement and ensured that the hospital design aligned with the community’s cultural and healthcare needs. The project’s financing structure involving international lenders and federal and provincial funding demonstrates the legal and financial innovation required for large-scale public health investments.

These award-winning transactions reflect the depth of expertise within Canada’s infrastructure sector, showcasing creative financial and legal structuring that supports economic growth, technological advancement, and essential public services.

CANADIAN LAW FIRM INVOLVEMENT (CLIENT)

Coastal GasLink Pipeline Limited Partnership’s $7.15 billion refinancing
Blake, Cassels & Graydon LLP (for Coastal GasLink Pipeline)
Norton Rose Fulbright Canada LLP (for joint lead agents)
Osler, Hoskin & Harcourt LLP (for KKR and AIMCo)

Fengate’s $1.8 billion recapitalization transaction of eStruxture
Davies Ward Phillips & Vineberg LLP (for eStruxture)
Gowling WLG
Miller Thomson LLP (for CDPQ)
Stikeman Elliott LLP (for Fengate)

Surrey Langley Skytrain’s $5.996 billion project
Davies Ward Phillips & Vineberg LLP (for SkyLink Guideway Partners)
McCarthy Tétrault LLP (for the lenders to SkyLink Guideway Partners)
Norton Rose Fulbright Canada LLP (for the Province of British Columbia)

Weeneebayko Area Health Authority’s $1.8 billion redevelopment
Davies Ward Phillips & Vineberg LLP (for Pomerleau)
Fasken Martineau DuMoulin LLP (for Infrastructure Ontario and the Weeneebayko Area Health Authority (Hospital))
Stikeman Elliott LLP (for the lenders)

INSOLVENCY AND RESTRUCTURING DEAL OF THE YEAR

The insolvency and restructuring category reflects a year of major corporate turnarounds, financial restructurings, and distressed asset acquisitions. In a challenging economic landscape marked by inflationary pressures, liquidity crises, and shifting market dynamics, these deals highlight the legal and financial expertise required to navigate complex insolvencies, protect creditor interests, and preserve enterprise value.

One of the most significant restructurings of the year was Tacora Resources’ restructuring under CCAA, a highly complex transaction in the iron ore mining sector. Tacora, which operates the Scully Mine in Wabush, Newfoundland, faced severe liquidity challenges, commodity price volatility, and significant debt obligations exceeding US$300 million. The company entered CCAA proceedings and secured US$250 million in equity financing from investors, including Millstreet Capital Management LLC, OSP LLC, Cargill, and a $100 million bridge financing facility.

Stikeman Elliott, with a team led by John Ciardullo, Ashley Taylor, and Lee Nicholson, acted for Tacora. Ryan Jacobs from Cassels Brock & Blackwell LLP led the representation for the court-appointed monitor, FTI Consulting Canada. Osler advised the noteholder group Millstreet and OSP, with a team led by Marc Wasserman and Michael De Lellis. Goodmans, led by partners Robert Chadwick, Caroline Descours, and Dan Dedic, represented Cargill. Bennett Jones partner Sean Zweig acted for the primary creditor group.

A key legal innovation in this restructuring was the reverse vesting transaction (RVO), which preserved Tacora’s tax attributes (valued at $650 million), maintained its operating permits, and ensured the continuation of key supply and offtake agreements.

The transaction significantly deleveraged Tacora’s balance sheet, securing the company’s future and stabilizing the local economy, where Tacora remains one of the largest employers in the Labrador West region.

Another major restructuring was Xplore’s $1.8 billion recapitalization, which reshaped the financial structure of Canada’s largest rural broadband provider. Xplore, a privately held telecommunications company, faced unsustainable debt levels and required urgent financial restructuring to continue providing internet service to rural and remote communities across Canada.

Goodmans partners Robert Chadwick and Bradley Wiffen served as lead legal counsel to Xplore. Blakes acted as counsel to Stonepeak Infrastructure Partners, with a team led by Linc Rogers and Paul Singh. Bennett Jones partner Sean Zweig acted for the primary creditor in this deal, while Harvey Chaiton of Chaitons LLP advised Amynta Surety Solutions. This transaction was revolutionary in Canadian restructuring law, as it marked the first-ever use of a reverse vesting order (RVO) in a CBCA plan of arrangement. The recapitalization restructured Xplore’s secured debt obligations and enabled the company to access $600 million in new debt and equity financing, avoiding a prolonged insolvency.

Xplore’s restructuring set a legal precedent, as the court issued extensive judicial rulings on CBCA debt restructurings, including the role of RVOs in corporate arrangements, creditor rights, and the interaction of the CBCA and CCAA in restructuring law.

Another significant transaction was Taiga Motors’s insolvency process, which saw the successful sale of a struggling EV manufacturer to a European buyer. Founded in 2015, Taiga Motors, a pioneering Canadian manufacturer of electric snowmobiles and watercraft, faced a severe liquidity crisis in 2024, leading to its entry into CCAA proceedings with over $93 million in debts. The company pursued a sale process through an RVO, ultimately securing an acquisition by UK-based entrepreneur Stewart Wilkinson, whose family office owns Vita Power, Evoy, and Aqua superPower – leading European firms in marine electrification.

Norton Rose Fulbright partners Guillaume Michaud and Elliot Shapiro acted for Taiga Motors. Fasken, with a team that included Alain Rindeau, Bradon Farber, and Éliane Dupéré-Tremblay, acted for Deloitte Restructuring as court-appointed monitor. Joseph Reynaud from Stikeman Elliott led the team in representing Export Development Canada. Lavery de Billy LLP acted for Stewart Wilkinson.

The restructuring prevented liquidation, preserving Canadian jobs and securing long-term investment in the country’s EV sector.

Another Excellence Awardee in this category is Ayr Wellness’ cross-border cannabis restructuring, a landmark financial overhaul in the cannabis industry. As the sector faced capital constraints, regulatory hurdles, and overexpansion issues, Ayr Wellness, a leading US-based multi-state operator (MSO), pursued a comprehensive debt restructuring to stabilize its balance sheet.

Stikeman Elliott, led by Lee Nicholson and Simon Romano, represented Ayr Wellness. Goodmans, led by partner Brendan O’Neill, acted as Canadian counsel to the ad hoc committee senior noteholders of Ayr Wellness.

This deal underscores the ongoing challenges in the cannabis industry, highlighting the need for creative legal and financial structuring to support operators in a rapidly evolving market. The cross-border restructuring allowed Ayr to continue operations in multiple US states while stabilizing its Canadian obligations, setting an important precedent for distressed cannabis businesses.

These landmark restructurings reflect the depth of expertise in Canada’s insolvency and restructuring sector, demonstrating how legal and financial professionals collaborate to protect businesses, safeguard creditor interests, and drive corporate turnarounds in an ever-evolving economic landscape.

CANADIAN LAW FIRM INVOLVEMENT (CLIENT)

Ayr Wellness cross-border cannabis restructuring
Goodmans LLP (for the plan sponsors and Ad Hoc Committee)
Stikeman Elliott LLP (for Ayr Wellness)

Tacora Resources Inc.’s restructuring under CCAA
Bennett Jones LLP (for the primary creditor group)
Cassels Brock & Blackwell LLP (for FTI Consulting Canada)
Davies Ward Phillips & Vineberg LLP (for CrossingBridge Advisors, LLC)
Goodmans LLP (for Cargill and Cargill International Trading Pte)
McCarthy Tétrault LLP (for the controlling shareholder on the Tacora CCAA process)
Osler, Hoskin & Harcourt LLP (for noteholder group)
Stikeman Elliott LLP (for Tacora Resources)

Taiga Motors Corp Inc.’s insolvency process
Fasken Martineau DuMoulin LLP (for Deloitte Restructuring)
Lavery de Billy LLP (for Stewart Wilkinson)
Norton Rose Fulbright Canada LLP (for Taiga Motors)
Stikeman Elliott LLP (for Export Development Canada)

Xplore Inc.’s $1.8 billion recapitalization
Bennett Jones LLP (for the primary creditor group)
Blake, Cassels & Graydon LLP (for Stonepeak Infrastructure Partners)
Borden Ladner Gervais LLP
Chaitons LLP (for Amynta Surety Solutions)
Davies Ward Phillips & Vineberg LLP
Goodmans LLP (for Xplore)
McCarthy Tétrault LLP

MID-MARKET DEAL OF THE YEAR

The mid-market category showcases strategic investments, private equity acquisitions, and Indigenous-led financial agreements, highlighting the depth and complexity of mid-sized transactions in Canada. These deals reflect the evolution of sustainability-driven financing, economic reconciliation with Indigenous communities, and high-value private equity acquisitions, all of which require sophisticated legal and financial structuring.

One of the most notable transactions in this category is Canada Growth Fund’s $200 million strategic investment in Entropy and a carbon credit offtake agreement, a landmark investment in Canada’s clean energy transition. Canada Growth Fund (CGF), a $15 billion public investment vehicle, made a $200 million investment in Entropy, a leading carbon capture and sequestration (CCS) project developer.

The transaction also included a first-of-its-kind fixed-price carbon credit offtake agreement (CCO), where CGF committed to purchasing up to 185,000 tonnes per year of carbon compliance credits for 15 years at an initial price of $86.50 per tonne, creating carbon pricing certainty for Entropy’s Glacier gas plant CCS project.

Entropy previously completed its strategic $300 million investment agreement with Brookfield Renewable via the Brookfield Global Transition Fund to scale up the deployment of Entropy’s CCS technology globally. Brookfield Renewable will continue to invest the balance of its existing $300 million hybrid security into the business, at which point it would be the largest shareholder and control Entropy.

Osler advised Canada Growth Fund with a team led by Shahir Giundi, Kelsey Armstrong, Paola Olexiuk, and Jake Sadikman. Burnet, Duckworth & Palmer LLP represented Entropy, and Torys LLP represented Brookfield Renewable with a team including Konata Lake, Kate Stevens, Tyler Cassack, and Tyson Dyck.

Another groundbreaking transaction was Nations Royalty and Nisga’a Nation’s $100 million royalty agreement, a first-of-its-kind Indigenous-led financial transaction. This agreement established a stable, long-term royalty stream for the Nisga’a Nation from resource projects within its territory, enhancing economic self-determination and generating lasting financial benefits for the community.

Farris LLP represented Nations Royalty. Aldridge and Rosling LLP and DuMoulin Black LLP served as co-lead counsel for Nisga’a Nation.

The transaction required complex structuring to ensure long-term value generation while maintaining Indigenous control over resources. It highlights the growing role of Indigenous financial initiatives in Canada’s resource sector and offers a model for future economic partnerships between Indigenous communities and the private sector.

OpenGate Capital’s $155 million acquisition of Cineplex’s Player One Amusement Group (P1AG) is a major private equity acquisition in this category. This deal involved a complex corporate carve-out, where OpenGate Capital purchased 100 percent of Player One’s shares from Cineplex, marking a significant shift in the gaming and entertainment services industry.

P1AG, a Toronto-based amusement services provider, operates across Canada and the US, offering arcade game supply, installation, and maintenance services. The deal was structured to unlock liquidity for Cineplex, allowing it to deleverage its balance sheet and focus on core cinema operations while ensuring Player One continued servicing Cineplex locations under a long-term exclusive supplier agreement.

Blakes represented OpenGate with a team led by Kurt Sarno and Rory ffrench, while Goodmans, led by partners Tim Heeney and Brandon Hoffman, advised Cineplex.

Rounding out the roster of Excellence Awardees in this category is Trans Mountain Corporation, Lower Nicola Indian Band, and EPCOR’s $200 million sale of the Kingsvale Transmission Line, a milestone in Indigenous infrastructure ownership. This transaction marked the first time a single Indigenous group (Lower Nicola Indian Band) became the majority owner and operator of a high-voltage transmission line in Canada.

Osler, led by Bryce Kustra, served as legal counsel to Trans Mountain. Dentons lawyer Robert de Guzman represented EPCOR.

The 26-kilometre, 138-kilovolt Kingsvale Transmission Line (KTL) was initially developed by Trans Mountain Corporation (TM) to supply power to the Kingsvale pump station as part of the Trans Mountain Expansion Project. The deal was completed in three phases from 2017 to November 2024, involving the transmission line’s construction, operation, and final sale. The transaction required extensive regulatory approvals, as 60 percent of KTL is located on Crown land and subject to federal and BC regulatory oversight. This necessitated consultations with more than a dozen Indigenous groups.

The transactions in the mid-market category highlight the increasing sophistication of mid-sized deals in Canada, the growing influence of Indigenous financial structures, and the importance of sustainability-driven investments in shaping the country’s economic future.

CANADIAN LAW FIRM INVOLVEMENT (CLIENT)

Canada Growth Fund’s $200 million strategic investment in Entropy and carbon credit offtake agreement
Burnet, Duckworth & Palmer LLP (for Entropy and Advantage)
Osler, Hoskin & Harcourt LLP (for Canada Growth Fund)
Torys LLP (for Brookfield Renewable)

Nations Royalty Corp. and Nisga’a Nation’s $100 million royalty agreement
Aldridge and Rosling LLP (for Nisga’a Nation)
DuMoulin Black LLP (for Nisga’a Nation)
Farris LLP (for Nations Royalty)

OpenGate Capital’s $155 million acquisition of Cineplex Inc.’s Player One Amusement Group
Blake, Cassels & Graydon LLP (for OpenGate Capital)
Goodmans LLP (for Cineplex)

Trans Mountain Corporation, Lower Nicola Indian Band, and EPCOR’s $200 million sale of Kingsvale Transmission Line
Borden Ladner Gervais LLP
Dentons Canada LLP (for EPCOR)
Osler, Hoskin & Harcourt LLP (for Trans Mountain)

M&A DEAL OF THE YEAR

The M&A Deal of the Year category in 2024 features some of Canada’s largest, most complex, and strategically significant transactions, spanning industries such as financial services, energy, real estate, mining, and fintech. These deals reflect the expertise required to navigate cross-border regulatory hurdles, structure multi-billion-dollar financings, and execute industry-defining consolidations.

One of the year’s most significant deals was Royal Bank of Canada’s $13.5 billion acquisition of HSBC Bank Canada, the largest banking M&A transaction in Canadian history. The deal involved the seamless integration of HSBC Canada’s operations into RBC over a weekend, consolidating Canada’s largest and seventh-largest financial institutions.

Royal Bank of Canada was represented in-house by the RBC Law Group and by Blakes’ team, led by Cheryl Satin. Stikeman Elliott advised HSBC Global with a team led by Meaghan Obee Tower and Simon Romano. Miller Thomson LLP, led by Jay Hoffman, advised the HSBC Bank Canada board of directors.

Given intense regulatory scrutiny, RBC secured approvals from the Competition Bureau, minister of finance, and Canadian Securities Administrators, requiring a detailed integration plan covering banking, competition, securities, tax, and employment regulations. The acquisition sets a precedent for large-scale financial institution mergers under heightened regulatory oversight.

In the real estate sector, Blackstone Real Estate’s $5 billion acquisition of Tricon Residential was the largest Canadian real estate M&A deal of the year.

The deal, structured as a plan of arrangement under Ontario law, saw Blackstone acquire Tricon Residential, a leading owner of 38,000 rental properties across Canada and the US. The deal required Investment Canada Act approval in a politically charged environment regarding institutional ownership of rental housing.

Davies, led by lawyers Vince Mercier and Kevin Greenspoon, represented Blackstone. Goodmans, led by John Connon, acted as Tricon’s legal counsel, while Osler, led by Alex Gorka, advised the special committee.

The transaction highlights the growing role of institutional investors in the residential rental market and the regulatory complexities surrounding foreign ownership of housing assets.

In the energy sector, Canadian Natural Resources’ US$6.5 billion acquisition of Chevron’s Alberta assets reinforced CNRL’s dominance in Canadian oil and gas production. The acquisition included Chevron’s stake in the Athabasca Oil Sands Project, adding significant production capacity. The transaction required extensive regulatory approvals and negotiations around environmental liabilities, tax considerations, and operational efficiencies.

Bennett Jones, led by partner Patrick Maguire, represented Canadian Natural Resources, while Osler advised Chevron with a team that included Simon Baines and Janice Buckingham.

This acquisition underscores the continued consolidation in Canada’s energy sector, ensuring long-term production stability amid the global energy transition.

Another major energy transaction was the $11 billion merger of Chord Energy and Enerplus, creating one of North America’s largest independent oil and gas producers. The all-stock transaction consolidated 1.3 million net acres and 287,000 BOE per day production, strengthening Chord’s position in the Williston Basin.

Goodmans partner Neill May led the team that represented Chord Energy. Blakes acted as legal counsel to Enerplus with a team led by Chad Schneider and Olga Kary.

This merger reflects the trend of energy consolidation, improving operational efficiencies and enhancing free cash flow generation for long-term shareholder returns.

In the mining sector, Glencore’s $9.93 billion acquisition of Teck Resources was one of the most complex transactions of the year. The deal involved Glencore acquiring a 77 percent stake in Teck’s Elk Valley Resources (EVR), Canada’s second largest exporter of steelmaking coal, with Nippon Steel Corporation and POSCO acquiring minority stakes. The transaction required extensive negotiations, multi-jurisdictional regulatory approvals, and carbon market considerations.

McCarthy Tétrault, led by Robert Taplin, represented Glencore. Sean Vanderpol led the Stikeman Elliott team in representing Teck Resources, alongside Felesky Flynn LLP as legal tax advisor and Blakes, led by Jeff Lloyd, for its special committee. Bennett Jones, with a team led by Jon Truswell, Chris Skelton, and Jeff Taylor, represented Nippon Steel. Borden Ladner Gervais LLP acted for POSCO with a team led by Fled Petcher and Prema Thiele.

This acquisition reshaped the global commodities sector, ensuring Teck’s pivot to copper mining while optimizing steelmaking coal assets under Glencore’s global portfolio.

The US$6.3 billion joint acquisition of Nuvei Corporation by Advent International, Philip Fayer, Novacap, and CDPQ was one of the largest fintech transactions of the year. The complex take-private deal involved equity rollovers from Nuvei CEO Philip Fayer, Novacap, and CDPQ, requiring global antitrust, foreign investment, and payments regulatory approvals across 45 jurisdictions.

Warren Katz led the Stikeman Elliott team in representing Nuvei, while Norton Rose Fulbright, led by Steve Malas, represented the special committee. Blakes, led by Catherine Youdan and Shlomi Feiner, advised Advent International, and Fasken lawyers Michel Boislard, Marie-Josée Neveu, Monica Dingle, Kiran Singh, Ralph Aziz, and Damien Hallé-Hannan acted for Novacap alongside Davies. Osler served as Canadian counsel to Philip Fayer with a team that included Raphaël Amram, Mark Brender, and Bastien Gauthier. McCarthy Tétrault acted for CDPQ.

The transaction also included a multi-billion-dollar debt financing led by BMO Capital Markets, alongside intricate securities, tax, and governance structuring. Bennett Jones, with a team led by partner Mark Rasile, acted for BMO Capital Markets.

This acquisition highlighted the increasing sophistication of fintech M&A, ensuring Nuvei’s continued growth as a global payments leader under private ownership.

The M&A Deal of the Year category in 2024 showcases transformative transactions across industries. These deals set benchmarks for corporate takeovers, energy consolidations, and financial institution mergers, demonstrating the evolving complexity of Canada’s dealmaking landscape.

CANADIAN LAW FIRM INVOLVEMENT (CLIENT)

Advent International, Philip Fayer, Novacap, and CDPQ’s US$6.3 billion joint acquisition of Nuvei Corporation

Bennett Jones (for BMO Capital Markets)

Blake, Cassels & Graydon LLP (for Advent International)
Davies Ward Phillips & Vineberg LLP (for Novacap)
Fasken Martineau DuMoulin LLP (for Novacap)
Goodmans LLP (for TD Securities)

McCarthy Tétrault LLP (for CDPQ)
Norton Rose Fulbright Canada LLP (for Special Committee of Nuvei Corporation)
Osler, Hoskin & Harcourt LLP (for Philip Fayer)

Stikeman Elliott LLP (for Nuvei)

Blackstone Real Estate’s $5 billion acquisition of Tricon Residential
Davies Ward Phillips & Vineberg LLP (for Blackstone)
Goodmans LLP (for Tricon Residential)
Osler, Hoskin & Harcourt LLP (for the Special Committee of Tricon Residential)

Canadian Natural Resources Limited’s US$6.5 billion acquisition of Chevron’s Alberta assets
Bennett Jones LLP (for Canadian Natural Resources)
Osler, Hoskin & Harcourt LLP (for Chevron)

Chord Energy and Enerplus $11 billion merger
Goodmans LLP (for Chord Energy Corporation)
Blake, Cassels & Graydon LLP (for Enerplus)
Burnet, Duckworth & Palmer LLP

Glencore’s $9.93 billion acquisition of Teck Resources Limited
Bennett Jones LLP (for Nippon Steel)
Blake, Cassels & Graydon LLP (for the Special Committee of the board of directors of Teck Resources Limited)
Borden Ladner Gervais (BLG) LLP (for POSCO)
Felesky Flynn LLP (for Teck Resources Limited)
McCarthy Tétrault LLP (for Glencore plc)
Stikeman Elliott LLP (for Teck Resources)

Royal Bank of Canada’s $13.5 billion acquisition of HSBC Bank Canada
Blake, Cassels & Graydon LLP (for Royal Bank of Canada)
Miller Thomson LLP (for HSBC Bank Canada board of directors)
Stikeman Elliott LLP (for HSBC Global)