Andrew Parker is a partner in our Business Law Group in Toronto. His practice focuses on corporate and securities law in general, including corporate finance (both domestic and cross-border), mergers and acquisitions, collective investment vehicles and registration and licensing matters.
He is involved in both public and private offerings for issuers, investors and underwriters with extensive experience in debt capital markets transactions. His experience also includes advising on numerous cross-border private placements and public and private mergers and acquisitions.
Recent transactions in which Mr. Parker has been involved include:
Corporate Finance
Debt Capital Markets
· acted for Teranet Holdings LP in respect of its $1.575 billion private placement offering of notes consisting of:
- $475-million principal amount of 3.531% Senior Bonds Series 2010-1 due 2015,
- $450-million principal amount of 4.807% Senior Bonds Series 2010-2 due 2020,
- $450-million principal amount of 5.754% Senior Bonds Series 2010-3 due 2040, and
- $200-million principal amount of 3.270% Real Return Senior Bonds Series 2010-4 due 2031;
· acted for Teranet Holdings LP in respect of its $525-million private placement offering of notes consisting of:
- $250-million principal amount of 4.807% Senior Bonds Series 2010-2 due 2020 (reopening), and;
- 275-million principal amount of 6.10% Senior Bonds Series 2011-1 due 2041;
· acted for Merrill Lynch Canada Inc. and RBC Capital Markets in respect of an offering by way of private placement by International Business Machines Corporation of $500-million Notes due 2017;
· acted for Goldman Sachs & Co. Inc., Scotia Capital, RBC Capital Markets, TD Securities and a syndicate of underwriters in respect of:
- The Goldman Sachs Group, Inc. offering by way of private placement of $500-million Notes due 2018; and
- The Goldman Sachs Group, Inc. offering by way of private placement of $500-million Notes due 2015;
· acted for RBC Capital Markets and a syndicate of agents in respect of Industrial Alliance Insurance and Financial Services Inc.'s $250-million offering of Fixed/Floating Subordinated Debentures due 2021
· acted for RBC Capital Markets and a syndicate of agents in respect of The Manufacturers Life Insurance Company's $500-million offering of Fixed/Floating Subordinated Debentures due 2021
· acted for PetroBakken Energy Ltd. in respect of its US$900-million 144A offering of senior notes due 2020;
· acted for TD Securities in respect of Enerflex Ltd.'s $90.5-million private placement of unsecured notes due 2016 and 2021
· acted for Scotia Capital and Banc of America Merrill Lynch in respect of Cascades Inc.'s private placement of US$500-million aggregate principal amount of 7 3/4% Senior Notes due 2017 offering and $200-million aggregate principal amount of 7 3/4% Senior Notes due 2016;
· acted for TD Securities and UBS Securities in respect of Garda World Security Corporation's private placement of US$250-million aggregate principal amount of 9.75% Senior Notes due 2017 and C$75-million aggregate principal amount of 9.75% Senior Notes due 2017;
· acted for RBC Capital Markets and a syndicate of dealers in respect of Manulife Financial Capital Trust II's $1.0 Billion of 7.405% Manulife Financial Capital Trust II Notes - Series 1;
· acted for BMO Capital Markets and a syndicate of dealers in relation to Bank of Montreal's €1.0-billion covered bond offering;
· acted for BMO Capital Markets and a syndicate of agents in relation to Bank of Montreal's offerings of:
- $900-million subordinated debt; and
- $1.5-billion subordinated debt;
· acted for RBC Capital Markets and a syndicate of underwriters in respect of Kimco North Trust III, an entity controlled by Kimco Realty Corp., a US-based REIT, offering by way of private placement of $150-million notes;
· acted for Golden Credit Card Trust in respect of its Rule 144A offering of US$500-million aggregate principal amount of Credit Card Receivables - Backed Senior Floating Rate Notes, Series 2012-1 and US$450-million aggregate principal amount of Credit Card Receivables - Backed Senior Fixed Rate Notes, Series 2012-2;
· acted for RBC Capital Markets and a syndicate of dealers in respect of Canadian Western Bank's $300-million 4.389% Series D Debentures via a private placement
· acted for Canadian Western Bank in respect of its offering of $209-million of Preferred Units;
· acted for Canadian Western Bank in respect of its offering of $50-million 5.95% Series C Debentures due 2018;
· acted for Canada Pension Plan Investment Board in relation to the establishment of a $5-billion commercial paper program;
· acted for Borealis Infrastructure Trust in relation to the establishment of a $1.5-billion commercial paper program;
· acted for Empire Life Insurance Company in relation to its private placement issuance of $200-million 6.73% Subordinated Debentures, Series 2009-1, Due 2019;
· acted for TD Securities Inc., RBC Capital Markets and CIBC World Markets in respect of Central 1 Credit Union's offering on an exemption basis of $225-million 3.379% senior notes due 2013;
· acted for CIBC World Markets and RBC Capital Markets in respect of Central 1 Credit Union's offering by way of private placement of $150-million 4.00% Series 2 Subordinated Notes by Central 1 Credit Union;
· acted for RBC Capital Markets and certain other agents in respect of bcIMC Realty Corporation's offering by way of private placement of
- $200-million principal amount of subordinated unsecured notes due 2015;
- $250-million principal amount of subordinated unsecured notes due 2012
- $200-million principal amount of subordinated unsecured notes due 2018; and
- $500-million principal amount of subordinated unsecured notes due 2019;
· acted for CIBC World Markets and a syndicate of dealers in respect of Calloway REIT's:
- $90-million Series G debenture offering;
- $100-million Series F debenture offering;
- $100-million Series E debenture offering; and
- $125-million convertible debenture offering;
· acted for RBC Capital Markets and a syndicate of dealers in respect of Calloway REIT's:
- $75-million Series D debenture offering; and
- $150-million Series C debenture offering;
· acted for OMERS Realty CTT Holdings Inc. in relation to its issuance of $170-million 4.75% Series A Debentures due 2016 and $200-million 4.74% Series D Dentures due 2018 and OMERS Realty CTT Holdings Two Inc. in relation to its issuance of $180-million 4.05% Series A Debentures due 2014
· acted for OMERS Realty Corporation in relation to its issuance of $400-million 4.09% Series C Debentures due 2013 and $200-million 4.74% Series D Dentures due 2018;
· acted for ONTREA INC. in respect of its private placement of $181-million 5.317% First Mortgage Bonds due June 1, 2020 (Secured by Lime Ridge Mall, Hamilton, Ontario);
· acted for RBC Capital Markets and Brookfield Financial in respect of an offering by way of private placement of $370-million senior secured bonds for the Petro-Canada Centre financing;
· acted for TD Securities in respect Yukon Development Corporation's (an agent of the Yukon Territory) private offering of $100-million aggregate principal amount 5% Unsecured Unsubordinated Bonds Due June 29, 2040;
· acted for RBC Capital Markets and a syndicate of dealers in respect of Thomson Reuters Corporation's issuance of $750-million of 4.35% notes due 2020;
· acted fro BMO Capital Markets and RBC Capital Markets and a syndicate of dealers in respect of Thomson Reuters Corporation's issuance of $750-million of 6.00% notes due 2016;
· acted for TD Securities Inc. and a syndicate of dealers in respect of Thomson Reuters Corporation's issuance of $600-million of 5.25% notes due 2011 and $600-million of 5.70% notes due 2015;
· acted for Merrill Lynch Canada Inc. in respect of ING Bank of Canada's $320.5-million Tier 2B Fixed/Floating Subordinated Notes offering;
· acted for the Principal Financial Group in respect of Principal Financial Global Funding II, LLC's issue into the Canadian capital markets of $250-million 4.65% Notes due 2016;
· acted as Canadian counsel in respect of Crédit Agricole S.A.'s issue into the Canadian capital markets of $400-million Undated Deeply Subordinated Fixed to Floating Rate; and
Equity Capital Markets
· acted for BMO Capital Markets and Renaissance Capital and a syndicate of underwriters in respect of Elemental Minerals Limited's $53.5-million initial public offering of ordinary shares;
· acted for Canaccord Genuity Corp. and UBS Securities Canada Inc. and a group of underwriters in respect of Eastern Platinum Limited's $347,587,500 public offering of common shares;
· acted for Canaccord Capital Corporation and a group of underwriters in respect of Eastern Platinum Limited's $201,250,080 public offering of common shares;
· acted for Canaccord Capital (Europe) Limited in respect of European Minerals Corporation's $103.5-million public offering of units;
· acted for E-L Financial Corporation in respect of its $100-million perpetual preferred share offering
· acted for RBC Capital Markets and a syndicate of agents in respect of Manulife Financial Corporation's $200-million Non-cumulative Rate Reset Preferred Shares
· acted for Scotia Capital and a syndicate of dealers in respect of Manulife Financial Corporation's
- $2.5-billion bought deal common share offering;
- $1.125 billion private placement of common shares and $1.15 billion bought deal common share offering;
· acted for BMO Capital Markets and a syndicate of underwriters in respect of Bank of Montreal's $1.0-billion bought deal common share offering;
· acted for BMO Capital Markets and a syndicate of underwriters in respect of Bank of Montreal's bought deal offerings of:
- $250-million Non-Cumulative Reset Class B Preferred Shares Series 25;
- $400-million Non-Cumulative Reset Class B Preferred Shares Series 23;
- $275-million Non-Cumulative Reset Class B Preferred Shares Series 21;
- $150-million Non-Cumulative Reset Class B Preferred Shares Series 18;
- $300-million Non-Cumulative Reset Class B Preferred Shares Series 16;
- $250-million Non-Cumulative Perpetual Class B Preferred Shares Series 15;
- $250-million Non-Cumulative Perpetual Class B Preferred Shares Series 14;
· acted for West Face Capital Inc. and MSD Capital, LP as standby purchasers in connection with the recapitalization and US$50-million rights offering by Primary Energy Recycling Corporation;
· acted for CIBC World Markets and a syndicate of dealers in respect of Calloway REIT's:
- $100-million unit offering;
- $149-million unit offering;
- $100-million unit and convertible debenture offering; and
- $50-million unit offering;
· acted for National Bank Financial Inc. and a syndicate of dealers in respect of:
- Front Street Flow-Through 2012-I Limited Partnership's $89.2-million limited partnership units offering;
- Front Street Flow-Through 2011-II Limited Partnership's $30-million limited partnership units offering;
- Front Street Flow-Through 2011-I Limited Partnership's $129.5-million limited partnership units offering;
- Front Street Flow-Through 2010-II Limited Partnership's $30-million limited partnership units offering;
- Front Street Flow-Through 2010-I Limited Partnership's $90-million limited partnership units offering;
· acted for Q9 Networks Inc. in its $32-million initial public offering;
· acted for Arriscraft International Income Fund in its $66.7-million initial public offering;
Mergers and Acquisitions
· acted for Q9 Networks Inc. in connection with the acquisition of all of the outstanding shares of Q9 by ABRY Partners pursuant to a plan of arrangement for cash consideration of approximately $361-million;
· acted for Arriscraft International Income Fund in the sale of the Fund's operating subsidiaries to certain affiliates of General Shale Brick, Inc. for approximately $107-million;
· acted for Stelco Inc. in respect of the sale of all of the issued and outstanding shares of Stelco to United States Steel Corporation pursuant to a plan of arrangement for cash consideration of approximately $1.1 billion;
· acted on Stelco Inc.'s restructuring through a plan of arrangement and reorganization under the Companies' Creditors Arrangement Act (Canada) and the Canadian Business Corporations Act ; and
· acted for KBSH Capital Management Inc. in respect of the sale of all the issued and outstanding shares of KBSH to Rockwater Capital Corporation for $101-million.
Mr. Parker received a BA (Hons.) in Economics from Queen's University in 1990, and an LLB from the University of Ottawa in 1994. He was called to the Ontario bar in 1996 and to the New York bar in 2004.