Canada

Securities

Sullivan & Cromwell has broad experience representing issuers, underwriters and other market participants in registered offerings by Canadian issuers, including SEC and multijurisdictional disclosure system offerings, as well as offerings pursuant to Rule 144A or Reg S. Representative matters include advising:

• Bank of Montreal in 22 offerings of notes totaling $79.02 billion (2019-2023)
• Bell Canada Inc. in five offerings of notes totaling $4.26 billion (2019-2022) and four offerings of notes totaling C$3.7 billion (2019-2021)
• Canadian National Railway Company in its $600 million SEC-registered offering of notes (2020) and C$800 million offering of senior notes (2019)
• Canadian Pacific Railway Limited (CP) (n/k/a Canadian Pacific Railway Company) in its $6.7 billion offering of senior notes, issued in connection with its acquisition of Kansas City Southern (KCS) (2021)
• The underwriters to Daimler Truck AG in its C$2.0 billion offering of bonds by Daimler Trucks Finance Canada Inc. (2021) (its inaugural offering of bonds following its spin-off from Daimler AG)
• U.S. counsel to the trustee and collateral agent to Electra Materials Corporation (f/k/a First Cobalt) in its $51 million Section 4(a)(2)/Reg S offering of convertible senior secured notes (2023) and $37.5 million Rule 144A/Reg S offering of convertible senior notes (2021)
• Enbridge Inc. in 12 SEC-registered offerings of notes totaling $12.7 billion (2019-2022)
• Hudbay Minerals Inc. in two Rule 144A/Reg S offerings of senior unsecured notes totaling $1.2 billion (2020-2021)
• U.S. counsel to the initial purchasers to OMERS Finance Trust in three offerings of senior notes totaling $3.1 billion (2020-2022); €1.0 billion Rule 144A/Reg S offering of senior notes (2020); and C$1.25 billion unregistered offering of senior notes (2020)
• Royal Bank of Canada in 31 offerings of notes and bonds totaling $51.8 billion (2019-2023) and C$1.0 billion Section 4(a)(2) offering of Limited Resource Capital Notes (AT1) (2021)

We are also a leader in advising on securities offerings by Canadian sovereigns, some recent examples include representing:

• The underwriters to Manitoba in two SEC-registered offerings of global debentures totaling $2.0 billion (2019-2021) and $300 million offering of notes (2021)
• The underwriters to Québec in five SEC-registered offerings of global notes totaling $9.25 billion (2019-2021); two SEC-registered offerings of global notes totaling C$1.3 billion (2019-2020)

Mergers & Acquisitions

As a leading global law firm in M&A, S&C has extensive experience advising on Canadian M&A transactions, including many cross-border transactions involving Canadian companies. Selected representations include advising:

• Ares Management (U.S.) and Ontario Teachers’ Pension Plan Board (OTPP) in their acquisition of a majority interest in TricorBraun (2021)
• BlackBerry in its $900 million pending sale of substantially all of its non-core patents and patent applications to Malikie Innovations (Ireland), a newly-formed subsidiary of Key Patent Innovations (Ireland) (2023)
• Canada Pension Plan Investment Board (CPPIB) in multiple transactions, including its sale of its 31.6% stake in Puget Holdings (U.S.) to Macquarie Group (Australia) and Ontario Teachers’ Pension Plan Board (Canada) (2021); acquisition from Enbridge of 49% of the entity that holds Enbridge’s stake in Éolien Maritime France SAS, Enbridge’s partnership with EDF Renewables (France) – the partnership is developing three offshore wind farms in France (2020); and $625 million acquisition through a joint venture with Hudson Pacific Properties (U.S.) of a 668,000-square-foot trophy office tower in Seattle (2020)
• Canadian Pacific Railway in its $31 billion acquisition of Kansas City Southern (U.S.), creating the first rail network connecting the U.S., Mexico and Canada (2021)
• First Horizon (U.S.) in its $13.4 billion pending acquisition by TD Bank Group (2022)
• HSBC Holdings (U.K.), as U.S. counsel, in its $10.1 billion pending sale of its banking business in Canada to Royal Bank of Canada (2022)
• L3Harris Technologies (U.S.) in the $1.05 billion sale of its Military Training business to CAE (2021)
• Rio Tinto (U.K.) in its $3.1 billion acquisition of Turquoise Hill Resources (2022)
• Special Committee of the Board of Directors of Teck Resources in the pending spin-off of Teck’s steelmaking coal business to separate Teck into Teck Metals and Elk Valley Resources, and in the proposed six-year sunset for the multiple voting rights attached to the Class A common shares of Teck (2023)
• Triton International (U.S.) in its $13.3 billion pending acquisition by Brookfield Infrastructure (2023)

Project Development and Finance

S&C has advised on groundbreaking projects and infrastructure matters in Canada or for Canadian companies. Even under difficult market and political conditions, S&C brings complex and challenging projects to a successful financial close. Recent selected matters include representing:

• California Resources Corporation (U.S.) in the formation of a joint venture with Brookfield Renewable (Canada), creating a carbon management partnership (2022)
• Canada Pension Plan Investment Board in several transactions including:
  • the acquisition (as a member of a consortium) and subsequent sale of its 31.6% stake in Puget Holdings (U.S.) to Macquarie Group (Australia) and Ontario Teachers’ Pension Plan Board (Canada) (2021)
  • the acquisition from Enbridge of interests in North American and German renewable power assets (2018)
• Centerra Gold (Canada) and the Kumtor Gold Company (KGC) in connection with the expropriation of its gold mine in the Kyrgyz Republic, its related international arbitration proceedings against the Republic and KGC’s recent Chapter 11 filing and successful settlement (2022)
• Kinross Gold Corporation and its subsidiary, Tasiast Mauritanie Limited S.A. (Mauritania), in a $300 million senior secured debt facility to be used for the Tasiast gold project in Mauritania (2019)
• Teck Resources Limited and Compañía Minera Teck Quebrada Blanca (Chile) in the $2.5 billion project financing of the Quebrada Blanca Phase 2 copper project in Chile (2019)

Litigation

S&C’s litigators represent some of Canada’s leading commercial enterprises in a variety of legal disputes. Highlights of the Firm’s litigation work include representing:

• A global e-commerce company, its Chairman and Chief Executive Officer, and its Chief Financial Officer in putative securities class action litigations filed against them in the U.S. District Court for the Eastern District of New York. The two complaints allege claims under Sections 10(b) and 20(a) of the Securities Exchange Act and stem from the company’s public disclosure regarding its revenue recognition in connection with certain transactions. S&C is coordinating with a parallel securities action that has been filed in Canada
• Enbridge Inc., its directors, and subsidiary Enbridge Pipelines (Alberta Clipper) L.L.C., as lead counsel in a class action litigation and derivative suit arising from Enbridge Energy Partners, L.P.’s purchase of a 66.67% interest in the American segment of the Alberta Clipper pipeline from its general partner in 2015, which included a ruling from the Delaware Supreme Court fundamentally changing the law on the application of the “entire fairness” doctrine
• Kinross Gold Corp. in its favorable settlement with the SEC stemming from an FCPA investigation arising from the company’s activities in West Africa and in a parallel investigation by the DOJ, which closed its investigation and declined to pursue charges
• Royal Bank of Canada and RBC Europe Limited, in obtaining the dismissal of a class action lawsuit involving the trading of supranational, sovereign and agency bonds alleging violations of U.S. antitrust laws and state law claims
• TD Bank in successfully settling a securities class action alleging that the defendants made materially false and misleading statements about TD Bank’s sales practices
• The Bank of Nova Scotia in obtaining global coordinated resolutions with the DOJ and CFTC resolving investigations of spoofing with respect to precious metals futures contracts as well as alleged failures to provide pre-trade mid-market marks to swap counterparties and other swap dealer compliance issues

Cybersecurity

S&C’s Cybersecurity Group advises companies on cybersecurity preparedness, incident response, disclosure controls and procedures, post-breach investigation, complex litigation and corporate governance in cybersecurity. Our recent representations involving Canadian companies include advising:

• A retailer, in connection with a cybersecurity breach at its third-party e-commerce platform
• A retailer, in connection with a breach of customer credit card information