Canada

SELECTED REPRESENTATIONS

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 its $5.0 billion SEC-registered offerings of notes in aggregate (2020)
   
• Bell Canada Inc. in its C$750 million ($563 million) unregistered offering of notes (2020)
   
• Canadian National Railway Company in its $600 million SEC-registered offering of notes (2020)
   
• The underwriters to CPPIB Capital Inc. in its approximately $5.0 billion Rule 144A/Reg S offerings of notes in aggregate (2020)
   
• Enbridge Inc. in its $1.75 billion SEC-registered offerings of notes in aggregate (2020)
   
• Hudbay Minerals Inc. in its $600 million Rule 144A/Reg S offering of senior unsecured notes (2020)
   
• U.S. counsel to the initial purchasers to OMERS Finance Trust in its €1.0 billion Rule 144A/Reg S offering of senior notes; C$1.25 billion ($880 million) unregistered offering of senior notes; and $1.0 billion Rule 144A/Reg S offering of senior notes (2020)
   
• Royal Bank of Canada in its over $9.0 billion SEC-registered offerings of notes in aggregate (2020)

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

• The underwriters to Manitoba in its $300 million unregistered offering of debentures (2020) and $1.0 billion SEC-registered offering of global debentures (2019)
   
• The underwriters to Québec in its $2.5 billion SEC-registered offering of global notes (2020); C$500 million ($376 million) SEC-registered offering of global notes (2020); $1.0 billion SEC-registered offering of global debentures (2019); and C$800 million ($602 million) SEC-registered offering of global notes (2019)

 
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 pending acquisition of a majority interest in TricorBraun (2021)
   
• Canada Pension Plan Investment Board (CPPIB) in multiple transactions, including its $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); its additional investment, along with TPG Capital (U.S.), in Viking Holdings (U.S.), the parent company of Viking Cruises (U.S.), for a total investment of $500 million (2020); and $750 million investment in Aqua America (U.S.) (2019)
   
• Canadian Pacific Railway in its $31 billion acquisition of Kansas City Southern (U.S.), which would create the first rail network connecting the U.S., Mexico and Canada (2021)

• Great-West Lifeco in connection with its subsidiary Empower Retirement’s (U.S.) acquisition of Personal Capital Corporation (U.S.) (2020)
   
• Genworth Financial (U.S.) in its $1.8 billion sale of its majority interest in Genworth MI Canada to Brookfield Business Partners (Bermuda) in connection with Genworth Financial’s $2.7 billion pending acquisition by China Oceanwide Holdings (2019)
   
• The Bank of Nova Scotia in its $550 million sale of its operations in Puerto Rico and the U.S. Virgin Islands to Oriental Bank (Puerto Rico), a subsidiary of OFG Bancorp (Puerto Rico) (2019)
   
• Rio Tinto (U.K.) in its $3.1 billion acquisition of Turquoise Hill Resources (Canada) (2022)

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:

• Caisse de dépôt et placement du Québec and its affiliates as lenders to an affiliate of Kohlberg Kravis Roberts & Co. L.P. (U.S) in connection with its acquisition of a stake in a partnership with NextEra Energy Partners, LP (U.S.), which owns a portfolio of wind and solar projects across the United States (2019)
   
• 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 securities fraud litigation raising claims arising out of the bank’s sales practices at its branches in Canada
   
• The Bank of Nova Scotia, in twenty-six class actions consolidated in the Southern District of New York alleging claims under the Commodity Exchange Act and the Sherman Antitrust Act for purported manipulation of gold and gold derivatives prices, as well as in six class actions consolidated in the Southern District of New York alleging claims under the Commodity Exchange Act and the Sherman Antitrust Act for purported manipulation of silver and silver derivatives prices
   
• 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