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Jeffrey Kerbel

Partner

Partner |

T: 416.777.5772

Toronto

jeffrey kerbel
 
  • Recent Experience
  • Recent Recognition
  • Insights, News & Events
  • Related Services

T: 416.777.5772


Toronto

  • Education
  • Bar Admissions
  • Recent Experience
  • Recent Recognition
  • Insights, News & Events
  • Related Services
  • Recent Experience
  • Recent Recognition
  • Insights, News & Events
  • Related Services

Acting for public companies, independent committees of boards of directors, investment dealers and regulators, Jeffrey Kerbel practices exclusively in the business law and securities law areas. His practice focuses on mergers and acquisitions, public and private financings, corporate governance and securities regulatory matters, including advising on securities commissions, IIROC and MFDA Rules.

Jeff is an immediate past Chair of the International M&A Joint Venture Committee of the Section of International Law of the American Bar Association. He has also been a co-Chair of the International Securities and Capital Markets Committee of that Section. A former member of the Securities Advisory Committee to the Ontario Securities Commission, he acted as senior team leader for the Ontario Securities Commission on its reformulation of Canadian securities legislation from 1995 to 2000.

Jeff regularly writes on securities law and corporate governance, including articles on non-voting shares, going private transactions and harmonization of securities laws. He also lectures on securities regulation, mergers and acquisitions, and corporate governance and responsibility.

Education

University of Toronto, LLB, 1982 Harvard University, LLM, 1985 

Bar Admissions

Ontario, 1984

Recent Experience

Pyxus International, in the Canadian aspects of its US$1.2-billion recapitalization under Chapter 11 and infusion of US$400 million of fresh capital.
Cresco Labs Inc., in its acquisition of Tryke Companies, including the Reef Dispensary Portfolio, for US$252.5 million for Tryke operating assets plus US$30 million for Tryke real estate assets.
Broadridge Financial Solutions, Inc., in its approximately US$300-million acquisition of RPM Technologies.
Canso Investment Counsel Ltd., in providing equity and debt financing to ClearStream Energy Services Inc. for the acquisitions of AECOM Production Services Ltd. and Universal Weld Overlays Inc.
Cresco Labs, in its $1.1-billion acquisition of Origin House, the largest public company acquisition in the history of the U.S. cannabis sector.
CoreLogic, Inc., in the acquisition by its subsidiary of 100% of Symbility Solutions Inc, in a transaction valued at approximately $155 million.
Canadian counsel to the shareholders of the Northern Harvest Sea Farms group, a group of aquaculture companies engaged in the production of farmed Atlantic salmon in eastern Canada, in its sale to Marine Harvest, one of the largest seafood companies in the world and the world’s largest producer of Atlantic salmon, for $315 million.
Klondex Mines Ltd., in its US$462-million acquisition by Hecla Mining Company pursuant to a Plan of Arrangement.
Havilah Mining Corporation, in its US$52-million spin-out from Klondex Mines Ltd. including a concurrent equity subscription by Hecla Mining Company pursuant to a Plan of Arrangement.
Total Energy, with its unsolicited takeover of Savanna Energy Services Corp. 
Canso Investment Counsel Ltd., the largest first lien debtholder, with the $600-million recapitalization of Postmedia Network Inc. (PNI) pursuant to the Canada Business Corporations Act, including significant amendments to PNI's outstanding 8.25% senior secured notes (the First Lien Notes) and the paydown of approximately $78 million of the First Lien Notes.
Special Committee of Northquest Ltd., with the insider bid by Nord Gold N.V. for all shares of Northquest not previously owned by it.
O'Hara Administration Co., S.A., in a successful proxy contest relating to a proposed takeover of Pacific Rubiales Energy Corp. by ALFA S.A.B. de CV and Harbour Energy Ltd.
Lead investor, with the US$135-million Series C private equity and debt financing of Purch, an integrated digital content and commerce company.
The First Lien lenders of Nelson Education Ltd., with the restructuring and reorganization of Nelson Education Ltd. under the Companies' Creditors Arrangement Act.
The Special Committee of Central GoldTrust, with Sprott Asset Management's $1-billion hostile takeover bid for all the outstanding Units of Central GoldTrust.
The Special Committee of Silver Bullion Trust, with Sprott Asset Management's $62-million hostile takeover bid for all the outstanding Units of Silver Bullion Trust.
Seabridge Gold, Inc., with the proposed acquisition of SnipGold Corp. pursuant to a court approved plan of arrangement for approximately $10.8 million in stock. 
The Catalyst Capital Group Inc., with its dissident proxy contest and hearing before the Ontario Securities Commission relating to the proposed acquisition of Shaw Media Inc. by Corus Entertainment Inc.
Canadian Pacific Railway Limited, with a proposed US$28-billion merger with Norfolk Southern Corp. 
The principal investors in the refinancing of Tuckamore Capital Management Inc., through the issuance by Tuckamore to the investors, on a private placement basis, of 8.00% Senior Secured Debentures due 2026 in an aggregate principal amount of $176,228,000, as well as the issuance of 10.00% Second Lien Secured Convertible Debentures due 2026 in an aggregate principal amount of $35,000,000.
The Special Committee of Silver Bullion Trust (SBT), with SBT's conversion to an Exchange Traded Fund (ETF) in partnership with Purpose Investments Inc.
Canadian counsel to Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited, with a $84-billion (implied enterprise value) reorganization and combination of their respective businesses and the separation of their non- property and property businesses into two new Hong Kong-listed companies, CK Hutchison Holdings Limited and Cheung Kong Property Holdings Limited. The transaction also involved a transfer of approximately 6% percent of the shares of Husky Energy Inc.
The Special Committee of Central GoldTrust, with the Trust's successful defense against a dissident unitholder proposal and subsequent proxy contest.
The Special Committee of Silver Bullion Trust, with the Trust's successful defense against a dissident unitholder meeting requisition and subsequent proxy contest.
Canadian counsel to Regal Beloit Corporation, in the US$1.44-billion world-wide acquisition of the Power Transmission Solutions business of Emerson Electric Co.
Canadian counsel to Inmarsat plc in the sale of its shares in Skywave Mobile Communications Inc. to Orbcomm Inc. in an arrangement valued at US$130 million.
Canadian counsel to Quad Partners in its Recapitalization of ILSC.
The Audit Committee of Penn West Petroleum Ltd., in a management-initiated, voluntary review of certain accounting practices, and in connection with the restatement of Penn West's previously filed financial statements arising from the review.
Scorpio Mining Corporation, in an application that successfully challenged the nomination by a shareholder of candidates for election at Scorpio's annual meeting.
The Catalyst Capital Group Inc., in the acquisition of substantially all of the assets of Advantage-Rent-a-Car pursuant to a sale process under Section 363 of the US Bankruptcy Code. 
The Clay Family, who with Leucadia National Corporation, formed a joint venture, Gauss LLC, to invest US$110 million in a joint venture with Golden Queen Mining Co Ltd. for its Soledad Mountain Project. 
Canadian counsel to Osisko in an agreement pursuant to which Yamana and Agnico Eagle jointly acquired 100% of Osisko's issued and outstanding common shares for total consideration of $3.9 billion. The parties reached the Agreement following a hostile bid from Goldcorp Inc.
Canso Investment Counsel, the principal investor and purchaser in the private placement by Xplornet Communications Inc. of $123.0 million of 13.0% unsecured notes due 2021 and $25.0 million of preference shares. 
Canadian counsel to Darling International Inc., in its acquisition of all the assets of Rothsay, a division of Maple Leaf Foods Inc., for approximately $645 million.
The noteholders of Canadian aviation logistics company Sky-Link Aviation Inc., in a $200-million recapitalization transaction pursuant to a plan of compromise and arrangement under the Companies' Creditors Arrangement Act.
Canadian counsel to Mubadala Development Company in its acquisition of all of Global Alumina Corporation's interest in Guinea Alumina Corporation.
The Special Committee of the Board of Directors of Melior Resources Inc., in an unsolicited insider bid by a wholly-owned subsidiary of Pala Investments Limited.
Invesco Canada Ltd., in its successful effort to remove and replace the majority of the board of directors of Rona Inc. 
The MTN Noteholders (largest creditor group - $1.4 billion) in the $2.4-billion recapitalization of Yellow Media Inc. pursuant to the Canada Business Corporations Act.
Noteholders of OPTI Canada Inc. (OPTI) in connection with a proposed plan of reorganization, compromise and arrangement under the Companies' Creditors Arrangement Act and the Canada Business Corporations Act providing for the USD $2.15-billion acquisition of OPTI by a wholly-owned subsidiary CNOOC Limited and, failing that, the USD $2.15 billion recapitalization of OPTI.
1582956 Alberta Ltd., in its $147-million acquisition of Sun Gro Horticulture Inc. by way of takeover bid.
Research In Motion Limited, in its $200-    million acquisition of QNX Software Systems from Harman International Industries, Incorporated.
Research In Motion Limited, in its $150-million acquisition of Certicom Corp.
The Special Committee of Research In Motion Limited, in the company's management initiated voluntary review of stock option granting practices and in connection with the company's settlement with the Ontario Securities Commission and the U.S. Securities and Exchange Commission.
The largest bondholder in the recapitalization of Ainsworth Lumber Co, Ltd.
SSAB, in its sale of the IPSCO Tubulars business to Evraz for US$4.025 billion.
Certain noteholders and backstop parties, in the US$1.2-billion recapitalization transaction of Tembec Inc. and its subsidiaries by plan of arrangement.
WCE Holdings Inc., the parent company of the Winnipeg Commodity Exchange, in the sale of all shares, totalling $50 million, to Intercontinental Exchange, Inc. by a plan of arrangement.
Alliance Atlantis Communications Inc., in the $2.3-billion sale of all the outstanding shares of the company by way of plan of arrangement to Canwest, Goldman Sachs Capital Partners and EdgeStone Capital Partners.
SSAB corporation, in its $9.1-billion acquisition of Ipsco Inc.
Infrastructure Ontario and the Joint Executive Committee of the North Bay General Hospital and the Northeast Mental Health Center, in the alternative financing and procurement transaction for the North Bay Regional Health Centre, a new co-located acute care hospital and specialized mental health centre in North Bay, Ontario.
Extendicare Inc. and Extendicare REIT, in a $1.6-billion reorganization resulting in the distribution of Assisted Living Concepts, Inc. to Extendicare shareholders and the conversion of the remaining business of Extendicare into a Canadian real estate investment trust, Extendicare REIT.
Wood Composite Technologies Inc., in its $10.3-million brokered new issue offering pursuant to long form prospectus and concurrent Tier 1 listing on the TSX Venture Exchange.
Senior bondholders of Stelco Inc. (steel), the largest group of affected creditors, in connection with a $3-billion reorganization of Stelco under the Companies' Creditors Arrangement Act and the issuance of new senior floating rate notes thereunder.
Warrant holders of ID Biomedical, in the successful blocking of a $1.7-billion buyout of ID Biomedical by GlaxoSmithKline.
Synenco Energy Inc., in a $317-million initial public offering of class A voting shares which included exercise of an over-allotment option.
Committee of SR Telecom bondholders, in US$39-million secured revolving and term credit facility.
Hollinger International and the Special Committee of Hollinger International before the Ontario Securities Commission in its successful opposition to Ravelston's effort to privatize Hollinger Inc. Representation of Hollinger International in Ravelston's ensuing insolvency proceedings.
The Healthcare Infrastructure Company of Canada, the selected private partner, in the public-private partnership transaction for the new Brampton Civic Hospital in Brampton, Ontario.
Thermo Electro Corporation, in its $60-million acquisition of CRS Robotics Corporation.
Gulf Indonesia Resources Limited, in its US$330-million going private transaction with Conoco Inc.
Gulf Canada Resources Limited, in its $9.8-billion cross-border sale to Conoco Inc.
Vivendi, in its US$34-billion acquisition of The Seagram Company Limited.
Caribbean Utilities Company, in its US$50-million issuer bid and private placement.

Recent Recognition

The Canadian Legal Lexpert Directory
Consistently Recommended, Corporate Finance & Securities and Corporate Commercial Law
Repeatedly Recommended, Mergers & Acquisitions and Private Equity
Best Lawyers in Canada
Recognized as one of Canada's leading mergers and acquisitions lawyers
LexisNexis Martindale-Hubbell
Received a BV Distinguished Peer Review Rating
Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada
Recognized as one of the leading lawyers in the area of corporate finance and securities
Lexpert Special Edition - Canada's Leading Corporate Lawyers
Recognized as one of Canada's leading corporate lawyers
Who's Who Legal: Canada
Recognized, Mergers & Acquisitions

Insights, News & Events

Blog

COVID-19 and Annual Shareholder Meetings

March 18, 2020
       

Announcements

Bennett Jones in Who’s Who Legal: Canada 2018

November 01, 2018
       

Updates

Securities Commissions Provide Guidance on New Takeover Rules in Hostile Cannabis Bid

March 29, 2018
       

Updates

Canadian Securities Administrators Provide Guidance on the Review of Material Conflict of Interest Transactions

August 18, 2017
       

Guides

Public Mergers and Acquisitions in Canada

May 2017
       

Bennett Jones Academy Events

Bennett Jones Academy Series: Shareholder Activism 2016

November 22, 2016
       

In the News

Jeff Kerbel in Law Times Focus on Changed Takeover Laws in Canada

August 11, 2016
       

In the News

Bennett Jones in National Post on Taseko-Raging River Proxy Contest

June 01, 2016
       

Blog

Taseko Mines Defeats Raging River in Proxy Contest: Important Lessons for Boards Facing a Dissident Attack

June 01, 2016
       

In the News

22 Bennett Jones Lawyers in Lexpert: Canada's Leading Corporate Lawyers

May 27, 2016
       

Updates

Alberta Confirms it Will Not Join Cooperative Capital Markets Regulatory System

March 31, 2016
       

Related Services

Commercial Transactions
Capital Markets
Corporate Governance
Mergers & Acquisitions
Shareholder Activism & Critical Situations

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