Background

Frank Callaghan is a partner practising in our Toronto office. Frank is the Managing Partner of our Toronto office and is a member of the Toronto Regional Management Committee and the Firm's National Council. Frank was admitted to the Ontario Bar in 1982. He graduated from the University of Western Ontario Law School in 1980.

Areas of Practice

• Frank practises corporate and commercial law with particular emphasis on corporate finance, mergers and acquisitions, commercial transactions and public and private company advice.

Rankings and Recognitions

• Selected by peers for inclusion in The Best Lawyers in Canada® 2012 (Corporate Law)
• Martindale-Hubbell BV® Distinguished™4.4 out of 5 Peer Review Rating
• Recognized in The 2012 Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada (Corporate Mid-Market)
• Recognized in the 2011 Canadian Legal Lexpert® Directory (Corporate Mid-Market)

Professional Experience

• Counsel to private and public companies, both domestic and foreign, and their shareholders advising on all aspects of corporate, securities and commercial laws including corporate governance matters, directors' obligations and shareholders rights.
• Acts for vendors, purchasers and other stakeholders in connection with divestitures and acquisitions.
• Acts for both financial institutions and borrowers in connection with financings, restructurings and related transactions including:
  • Acting for issuers in connection with public note offerings
  • The negotiation and establishment of credit facilities and restructurings
  • Advising foreign banks on Canadian banking regulations
  • Project financings and income trust financings
  • Acting for a number of asset-based lenders.
• Responsible for managing other large, complex corporate/commercial transactions including joint ventures, real estate syndications and corporate reorganizations and combinations.
• Recent representative transactions include:

Public M & A Transactions

• Acting for Power Stream Inc. in its merger with Barrie Hydro
• Acting for UE Waterheater Income Fund on its $1.74 billion public takeover by Alinda Capital Partners
• Acting for UE Waterheater Income Fund on its $107 million public takeover of VOXCOM Income Fund
• Acting for Allstream Inc. in its public takeover by Manitoba Telecom
• Acting for Spar Aerospace Limited in its public takeover by L-3 Communications Corp.

Private M & A Transactions

• Acting for UE Waterheater Income Fund on its acquisition of Protectron Inc. and related public offering of Subscription Receipts
• Acting for EMS Technologies Canada Ltd. in the sale of its Space and SatNet divisions
• Acting for L-3 Communications Canada Inc. in its acquisition of Bombardier's Military Aviation Services division
• Acting as Canadian counsel for U.S. private equity funds, in their acquisition of North American Construction Group Inc.
• Acting for Sterling Chemicals Inc. in the sale of Sterling Pulp Chemicals Ltd. to Superior Plus
• Acting for EPCOR Utilities Inc. in its acquisition of Union Energy

Corporate Finance Transactions

• Acting for UE Waterheater Income Fund in connection with its initial public offering and subsequent public financings
• Acting for North American Energy Partners Inc. in connection with its US bond offerings, cross-border initial public offering and subsequent public offerings
• Acting for Royal Office Finance LP in connection with its $1.24 billion bond offering to finance the acquisition of a number of Canadian government buildings
• Acting for UE Waterheater Operating Trust in connection with its $400 million public note offerings
• Acting as Canadian counsel to the lenders of Fortress Investment Group LLC in connection with its $2.8 billion takeover of Intrawest Corporation

Special Committee Mandates

• Acting for the Special Committee of Osprey Media on its $573 million takeover by Québécor Inc.
• Acting for the Independent Committee of Countryside Power Income Fund
• Acting for the Special Committee of VFC Inc. on its takeover by The Toronto-Dominion Bank.

Professional and Community Activities

• Canadian Bar Association
• Director of Upper Lakes Group Inc.
• Past Corporate Secretary to a number of public entities including (i) UE Waterheater Income Fund (ii) Spar Aerospace Limited and (iii) North American Energy Partners Inc.
• Past director of Caradon Limited, formerly Indal Limited (a diversified building products manufacturing company).
• Past Treasurer and member of the Executive Committee of UNICEF (Ontario).