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Frank Callaghan

Senior Counsel

Toronto
[email protected]
416.367.6014

Expertise

Frank practises corporate and commercial law with a focus on mergers and acquisitions, commercial transactions and corporate finance.

He counsels international and domestic public and private companies and their shareholders in government matters, directors’ obligations, shareholders rights, and all aspects of corporate, securities and commercial laws.

Frank's practice includes:

  • Acting for vendors, purchasers and other stakeholders in connection with divestitures and acquisitions.
  • Acting for both financial institutions and borrowers in financings, restructurings and related transactions, including acting for issuers in public debt offerings.
  • Negotiating and establishing credit facilities and restructurings.
  • Managing complex corporate/commercial transactions, including joint ventures, real estate syndications, and corporate reorganizations and combinations.

Frank is a member of the firm's National Management Committee.

Frank provides legal services through a Law Corporation.

Experience

  • Advised Trilliant Networks (Canada) Inc., a leading international provider of utility solutions for advanced metering and smart grid systems, in its acquisition of PrimeStone, a privately owned intelligent data collection and analytics company.
  • Represented Canada Enterprise Emergency Funding Corporation in connection with $700 million LEEFF loans to Transat A.T. Inc.
  • Represented Canada Enterprise Emergency Funding Corporation in connection with $375 million LEEFF loans to Sunwing Vacations Inc. and Sunwing Airlines Inc.
  • Advised Canada Enterprise Emergency Funding Corporation in the development and implementation of the Large Employer Emergency Funding Facility in connection with COVID-19 pandemic.
  •  The Special Committee of Corus Entertainment Inc. in connection with its $2.65 billion acquisition of Shaw Media.
  • $860 million secondary offering of shares of Northland Power Holdings Inc. by its principal shareholder.
  • Counsel to U.S. private equity funds in their acquisition of private Canadian manufacturers.
  • Counsel to major Canadian retailer in its disposition of numerous food and pharmacy operations.
  • UE Waterheater Income Fund on its $1.74 billion public takeover by Alinda Capital Partners.
  • UE Waterheater Income Fund on its acquisition of Protectron Inc. and related public offering of Subscription Receipts.
  • Power Stream Inc. in its merger with Barrie Hydro.
  • L-3 Communications Canada Inc. in its acquisition of Bombardier's Military Aviation Services division.
  • Sterling Chemicals Inc. in the sale of Sterling Pulp Chemicals Ltd. to Superior Plus.
  • The Special Committee of Osprey Media on its $573 million takeover by Québecor Inc.
  • The Special Committee of VFC Inc. on its takeover by The Toronto-Dominion Bank.
  • North American Energy Partners Inc. in connection with its U.S. bond offerings, cross-border initial public offering and subsequent public offerings.

Beyond Our Walls

Professional Involvement

  • Member, Canadian Bar Association
  • Past Corporate Secretary to a number of public entities including UE Waterheater Income Fund, Spar Aerospace Limited and North American Energy Partners Inc.
  • Past Director, Caradon Limited, formerly Indal Limited (a diversified building products manufacturing company) and Upper Lakes Group Inc.

Community Involvement

  • Past Treasurer and Member, Executive Committee, UNICEF (Ontario)

Awards & Recognitions

  • Recognized in the 2024 edition (and since 2008) of The Best Lawyers in Canada (Corporate Law, Leveraged Buyouts and Private Equity Law, Mergers & Acquisitions Law).
  • Recognized in the 2023 and 2022 editions of Lexpert Special Edition: Finance and M&A
  • Recognized in the 2024 (and since 2018) editions of The Canadian Legal Lexpert® Directory (Corporate Commercial Law, Corporate Mid-Market, Private Equity), the 2022-2024 edition (Mergers & Acquisitions) and in the 2018-2019 editions (Corporate Finance and Securities).
  • Recognized in the 2023 edition (and since 2022) of Lexpert Special Edition: Technology & Health Sciences
  • Recognized in the 2021 edition of Lexpert Special Edition: Technology
  • Recognized as a leading infrastructure lawyer in the 2020 edition (and previous editions) of the Lexpert® ROB Special Edition on Infrastructure.
  • Recognized in the 2018 edition (and since 2013) of Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada (Corporate Mid-Market).

Bar Admission & Education

  • Ontario, 1982
  • LLB, University of Western Ontario, 1980