Frank A. DeLuca

Frank A. DeLuca

Frank DeLuca is a partner in our Corporate Finance and Mergers and Acquisitions Group in Toronto. Mr. DeLuca carries on a corporate and securities practice focusing on mergers and acquisitions and corporate finance and provides ongoing advice on securities, business law, corporate governance and compliance matters to public and private corporations and other entities, including income funds, in a variety of industries. Mr. DeLuca received his JD (1996) from the University of Toronto and was called to the bar in Ontario in 1998. Transactions

Mr. DeLuca has recently been involved in acting for, among others:

· Borealis Infrastructure Management Inc. and Borealis Acquisition Corporation in connection with its $1.6 billion unsolicited takeover bid for Teranet Income Fund

· The independent committee of the board of trustees of ATS Andlauer Income Fund in connection with its purchase by Andlauer Manager Group

· GS Capital Partners in the acquisition of Alliance Atlantis Communications Inc. and the acquisition of Movie Distribution Income Fund

· the underwriters in connection with a $350 million public offering of notes by SunLife Financial Inc.

· Norbord Inc. in connection with its $240 million rights offering, its spin-off of Fraser Papers Inc. and its US$250 million and US$200 million cross border offerings of debentures under the Canada/US multijurisdictional disclosure system (MJDS) and in connection with its spin-off of Fraser Papers Limited

· Falconbridge Limited in connection with the competing offers by Xstrata plc and Inco Limited to purchase all of its outstanding shares and the eventual purchase of all of its outstanding shares by Xstrata plc

· Atlas Cold Storage Income Trust in connection with the purchase of the outstanding units of Atlas by the Avion Group

· Clean Power Income Fund in connection with its acquisition by Macquarie Power and Infrastructure Fund, the structuring and partial financing of the Fund's investment in US based Gas Recovery Systems, Inc., several financings, including a $35 million special warrant offering, $75 million subscription receipt offering and a $32 million trust unit offering, and its structuring and $212 million initial public offering

· Fraser Papers in connection with its $60 million rights offering and its US$150 million issuance of high-yield notes

· General Electric Company in connection with its acquisition of Zenon Environmental Inc. by way of plan of arrangement

· the underwriters in connection with 4 public offerings by Northland Power Income Fund of equity securities and convertible debentures for total proceeds of approximately $415 million

· Primaris Retail Real Estate Investment Trust in connection with 5 public offerings of equity securities and convertible debentures for total proceeds of approximately $425 million and in connection with its acquisition of various shopping centres

· the underwriters in connection with the $200 million offering by Kimco North Trust III

· the underwriters in connection with the structuring and $178 million initial public offering of Primaris Retail Real Estate Investment Trust

· the underwriters in connection with 4 public offerings of senior notes of Shaw Communications Inc. for aggregate proceeds of approximately $1.5 billion

· the underwriters in connection with the structuring and $86 million initial public offering of Acadian Timber Income Fund

· Noranda Inc. in connection with its $3 billion acquisition of the minority interest of Falconbridge Ltd. and its US$1.25 billion issuer bid

· the underwriters in connection with the $85 million public offering of common shares by Algoma Steel Inc.

· the underwriters in connection with the structuring and $131 million initial public offering of Entertainment One Income Fund and subsequent offering of $70 million subscription receipts to finance its acquisition of Koch Entertainment

· Data Group Income Fund in connection with its structuring and $148 million initial public offering

· Noranda Inc. and Noranda Income Fund in connection with the structuring of the Fund and the Fund's $255 million initial public offering by way of secondary offering by Noranda Inc. and subsequent secondary offering by Noranda of an additional $118 million of units

· Noranda Inc. in connection with US$500, US$350 and US$300 million cross border offerings of notes under the MJDS, two $150 million offerings of Preferred Shares in Canada and a $500 million offering of common shares in Canada

· Falconbridge Limited in connection with two US$250 million cross border offerings of notes under the MJDS and $175 million offering of debentures in Canada

· Ontario Electricity Financial Corporation in a $2.1 billion secondary offering of medium term notes of Hydro One Inc.

· Canadian Pacific Limited in its $18 billion demerger into five publicly traded companies by way of plan of arrangement

· the underwriters in connection with The Thomson Corporation's offerings of $1.25 billion of medium term notes, US$125 million of extendible floating rate debentures and $400 million of debentures

· Algoma Steel Inc. in its reorganization under the Companies' Creditors Arrangement Act