Andrew Magnus

Professional Activities

• Committee Liaison Co-Officer of the International Bar Association's Alternative New Law Business Structures Committee

Memberships

• International Bar Association

Acted for a Canadian private equity fund in the financing of a securities registrant which was acquiring a portfolio of managed accounts with approximately $3.5 billion of client accounts and assets and more than 70 registered advisors. The initial financing was advanced by way of debt pending regulatory approvals to convert the debt to equity. The transaction required documentation for both debt and equity as well as regulatory approvals.

Acted as Canadian counsel to C.R. Laurence Co. Inc., a leading global manufacturer and distributor of architectural glass based in Los Angeles, in connection with its sale to Oldcastle Building Envelope for US$1.3 billion.

Represented GreenSpace Brands Inc. (TSXV: JTR) (“GreenSpace”), a developer, marketer and seller of premium natural food products, on the following transactions:

(a) a bought deal short form prospectus offering.

(b) its acquisition of Central Roast Inc., a manufacturer and distributer of all-natural healthy snacks, for $10.75 million, payable by way of cash, debt and equity. The acquisition has been completed in two stages, with the first 70% being acquired on closing and the second 30% being acquired 13 months following closing. With the completion of this acquisition, GreenSpace more than doubles its business. In conjunction with the acquisition, GreenSpace also completed a public equity offering of units. Each unit consists of one common share and a half warrant, with each full warrant entitling the holder to purchase one common share in the capital of GreenSpace. The warrants were listed concurrently with the closing and are now trading on the TSXV under the symbol JTR.WT.  

Represented Life Choices Natural Foods Corp. (“Life Choices”), a developer, marketer and vendor of premium convenience natural food products to consumers across Canada featuring premium convenience meat products made with a variety of combinations of grass fed and pasture raised meats (meat raised without the use of added hormones and antibiotics), in connection with the reverse take-over of GreenSpace Brands Inc.  (“GreenSpace”, formerly Aumento Capital IV Corporation) (TSXV:JTR). The transaction was completed by way of a three-cornered amalgamation of Life Choices with GreenSpace and a wholly-owned subsidiary of GreenSpace.  Immediately prior to the closing of the acquisition Life Choices completed a private placement led by Canaccord Genuity Corp. for gross proceeds of $5.3 million.

Represented the purchaser of an import, distribution and wholesale toy business on the completion of a $5.6 million purchase, as well as the associated acquisition and operating financing of that business by a Schedule I Bank.   Represented the shareholder vendors of Phase 4 Films group of companies, a leading full service independent studio in the United States and Canada, in connection with the share sale transaction with Entertainment One Ltd. (LSE:ETO), a leading international entertainment company that specializes in the acquisition, production and distribution of film and television content.

Acted for Berry Plastics in the acquisition of Avintiv Inc., which makes materials used in products ranging from diapers to disinfectant wipes, for approximately US$2.45 billion in cash from Blackstone Group. Berry Plastics’ financial advisers are Credit Suisse and Barclays, while Bryan Cave is its legal adviser. Aird & Berlis LLP acted as Canadian counsel.

Represented the family owning the vast majority of Canada’s largest off-airport and only national car park company, Park’N Fly, in the recently completed sale of their parking business assets, including all real estate used in connection with the business located in Montreal, Ottawa, Toronto, Edmonton and Vancouver, along with goodwill and other operating assets, to a joint venture led by Cheung Kong Infrastructure Holdings Limited and Cheung Kong (Holdings) Limited, both companies whose shares are traded on the stock exchange of Hong Kong, each owning a 50% interest.
Park’N Fly provides off-airport car park solutions in Toronto, Montreal, Edmonton, Ottawa and Vancouver. It operates its off-airport car park business in Vancouver through a joint venture and licenses its brand name to the Halifax International Airport Authority (“HIAA”) for use in HIAA’s off-airport car park.
After winning an auction process conducted by the sellers’ financial advisors with assistance by the Ontario counsel to the seller, the purchasers’ joint venture, acquired the national business assets and operations as well as the license agreement with HIAA. The acquisition included two separate transactions, one for the assets and business located in Canada (other than Vancouver), which was owned entirely by entities controlled by one family and one for the assets and business located in Vancouver, which was owned by the same family together with another seller equally.

Represented National RV Communities LLC in connection with the acquisition, structuring and financing of the Sherkston Shores property for approximately CD$90 million. Worked with U.S. counsel in the simultaneous acquisition of Florida and Ontario properties from the same seller group with combined cross-border cross collateralized financings. In addition, the acquisition occurred at the same time as the acquisition of National RV by Carefree (a Centrebridge Partners initiative).

Represented Prospect Street Capital, a large, New York-based private equity firm with investments throughout the world (primarily the Americas), on the following transactions:

Transaction 1: One transaction in Q2 2013, targeted to be approximately $130 million, which was not successful;

Transaction 2: The acquisition of MITY Enterprises, Inc., a market-leading provider of multipurpose room furniture and specialty healthcare seating in Q3, for about $43 million;

Transaction 3: Commencing in 2013, a share exchange transaction by way of plan of arrangement for a value of approximately US$325 million; and

Transaction 4: Assisted with a fourth transaction where Prospect is providing additional financing to a borrower to which it has already advanced more than US$150 million to facilitate a cross-border M&A transaction. The additional financing is approximately US$165 million.

Represented Post Foods on a number of transactions. In addition to assisting Ralcorp in buying Post Foods and later spinning it out to Ralcorp shareholders, we maintained and expanded our relationship with Post Foods by acting for them on the following transactions:

Transaction 1: In Q3, 2013, we acted for Post in the unsuccessful $200 million acquisition of a Canadian entity; and

Transaction 2: In Q4, 2013, we acted for Post when it agreed to buy Golden Boy Foods Ltd. from affiliates of private equity firm Tricor Pacific Capital Inc. and other shareholders for $320 million. This transaction closed in early 2014.

These were cross-border transactions: the buyer was American and the target was a Canadian entity with American operations. Immediately after closing, the target’s American assets were moved to American ownership so that the circumstance of an American entity owning a Canadian entity that owned an American entity was avoided. The transactions were completed on February 1, 2014.

Aird & Berlis LLP acted for a selling family group of a privately held entity for about $60mm, to a U.S. buyer with a comprehensive pre-sale tax plan. This successful mid-market mandate was won after an interview and competition. A&B implemented the tax plan, which required the sale of all the operating assets to a newly formed limited partnership, with a subsequent sale to the newly formed Canadian subsidiary of the U.S. buyer, as well as a capital reorganization.

Represented Ralcorp Holdings, Inc. in connection with its third unrelated acquisition in Canada, this being the acquisition of Sepp's Gourmet Foods Inc., a leading manufacturer of frozen breakfast foods for the retail and food service sectors with annual net sales of approximately US$29.3 million. Sepp's will continue its operations in Delta, British Columbia and Richmond Hill, Ontario. This transaction was completed on June 25, 2010.

Represented Ralcorp Holdings, Inc. in two separate transactions on the same day. Ralcorp acquired the shares of J.T. Bakeries Inc., a leading manufacturer of high-quality private label and co-branded gourmet crackers in North America for customers in Canada, the U.S. and the U.K. with annual net sales of approximately US$38.5 million. On the same day, Ralcorp acquired the shares of North American Baking Ltd. (formerly known as PL Foods Ltd.), a leading manufacturer of premium private label specialty crackers in North America with annual net sales of approximately US$56.7 million. The transactions were completed on May 28, 2010.

Represented Cansolv Technologies Inc., a developer of “scrubbing” technologies to capture industrial gas emissions in connection with the sale of 100% of their shares to Shell Global Solutions International B.V. Assisted Cansolv and its board of directors in considering various strategic options available to Cansolv and structuring a sale transaction which the board of directors could recommend to more than 45 shareholders of Cansolv. Also assisted in the completion of the closing of the transaction.

Represented Tenth Power Technologies Corp. (TSXV:TPI) in connection with its going private transaction.

Assisted a private company in the reverse take-over of Auryx Gold Corp. (TSX:AYX). In connection with the reverse take-over over 97.4 million subscription receipts issuable into an equal amount of common shares of the private co. were issued for gross proceeds of over $48.7 million, one of the most notable CPC financings on the TSXV for the 2010 year. Concurrently with the closing of the business combination private co. closed the acquisition of TEAL Namibia (B) Inc. from Teal Minerals (Barbados) Inc. pursuant to which private co. acquired a 92% indirect interest in the Otjikoto Gold Project, a gold mining asset located in north-central Namibia, South Africa.

Advised Feronia CI Inc. ("Feronia CI"), a large-scale commercial agricultural company, in a brokered private placement of subscription receipts for aggregate gross proceeds of approximately $21 million. Additionally, advised Feronia Inc. (formerly G.T.M. Capital Corporation) ("Feronia") in a reverse takeover by way of an exchange offer and merger of Feronia CI with a wholly-owned subsidiary of Feronia. The common shares and warrants of Feronia commenced trading on the TSX Venture Exchange under the name "Feronia Inc." and trading symbols "FRN" and "FRN.WT".

Assisted Sino-Forest Corporation with its offering of an aggregate of US$600 million principal amount of 6.25% guaranteed senior notes due 2017. The offering was made on a private placement basis in Canada, the United States and internationally pursuant to available exemptions, through a syndicate of underwriters.

Assisted United Hydrocarbon Corporation (“UHC”) with its reverse take-over of United Hunter Oil & Gas Corp. (“UH”, formerly Vesta Capital Corp.) (TSXV: VES).  The transaction was completed by way of a three-cornered amalgamation of UHC with a wholly-owned subsidiary of UH.  Immediately prior to the closing of the acquisition, UHC completed a brokered private placement of units for aggregate gross proceeds of $9 million.  The placement was led by Fraser Mackenzie Limited and included Hampton Securities Limited and Salman Partners Inc. UH holds a 65% membership interest in a limited liability company formed in California with oil exploration assets in the United States and conducts crude oil exploration in Canada and the United States. 

“SEED Market Briefing Session: Canada - Digital & Creative and Health & Life Science,” South East Export Development Webinar, June 8, 2022. 

Co-Author with Fiona Brown and Felix Ng, "Expanding into Canada 101", Market Expansion Mailing, November 26, 2023.

Co-Author with Fiona Brown and Felix Ng, "Similarities between the United Kingdom and Canada," August 2023.

Co-Author with Fiona Brown and Felix Ng, "Differences between the United States and Canada," August 2023.

Co-Author with Fiona Brown and Felix Ng, "Corporate Beneficial Ownership Registry 2.0?," The Canadian Dispatch, June 21, 2023.

Co-Author with Fiona Brown and Felix Ng, "Corporate Beneficial Ownership Registry 2.0?," Market Expansion Bulletin, June 13, 2023.

Co-Author with Fiona Brown and Felix Ng, "Ontario Transparency Register: Changes for 2023," Market Expansion Bulletin, December 13, 2022.

Co-Author with Fiona Brown and Felix Ng, “Bill C-19: Disclosing Corporate Beneficial Ownership to Federal Government,” Market Expansion Bulletin, June 28, 2022.

Contributor, "Canadian Public Target Mergers & Acquisitions Deal Points Study (For Transactions Announced in 2013 & 2014)" A Project of the Market Trends Subcommittee, Mergers & Acquisitions Committee of the American Bar Association's Business Law Section, 2015.

Co-Author with Martin Kovnats and Jeffrey Merk, "Proposal for Bringing ULCs to Ontario," Corporate Financing, Volume XX, No. 2, October 2015.

Co-Author with Martin Kovnats and Jeffrey Merk, "Proposed Amendments to the Rules Regulating Take-Over Bids in Canada," Securities Law Bulletin, April 2, 2015.

Co-Author with Martin Kovnats, Jeffrey Merk and Matthew Liberatore, "Ontario Securities Regulation: Are Canadian Market Participants Allowed to be 'Big Boys'?" Corporate Financing, Volume XIX, No. 2, November 2014.

Co-Author with Martin Kovnats, and Jeffrey Merk, "2014 Canadian Directors' Duties Checklist" (IBA Corporate and M&A Law).

Contributor, "2013 Canadian Public Target Mergers & Acquisitions Deal Points Study," A Project of the Mergers & Acquisitions Market Trends Subcommittee, Mergers & Acquisitions Committee of the American Bar Association's Business Law Section, 2013.

Co-Author with Jeffrey Merk and Matthew Liberatore, "NI 62 1O3 early warning requirements," Corporate Financing, Volume XVIII, No. 2, June 2013.

Co-Author with Sherri Altshuler, Susan Pak and Chris Berrigan, "CSA Requests Further Comment Regarding Proposed National Instrument 51-103 For Venture Issuers” in Aird & Berlis LLP's Securities Law Bulletin (October 2012).

• LLB/MBA, Osgoode Hall Law School/Schulich School of Business, 2008
• HBA. (with Distinction), Richard Ivey School of Business, 2004