Davies

Derek R. G. Vesey

Derek Vesey is a corporate partner in the Toronto office. His practice is broad, encompassing corporate finance, banking, private equity, PPP transactions, corporate reorganizations and general corporate matters.

Derek has played a lead role in numerous major syndicated credit facilities acting for both borrowers and lenders and is actively involved in our private equity group. Derek also provides advice to clients involved in public-private infrastructure projects and has acted on a large number of public and private acquisitions as well as numerous corporate reorganizations.

Representative Work

  • Acting for Maple Group Acquisition Corporation, a corporation formed by 13 of Canada's leading financial institutions, pension funds and capital markets participants, in its proposed $3.7-billion acquisition of TMX Group Inc.

  • Acted for Bank of Montréal and Canadian Imperial Bank of Commerce and a syndicate of lenders in connection with a US$250-million credit facility in favour of Consolidated Thompson Iron Mines Limited and The Bloom Lake Iron Ore Mine Limited Partnership.

  • Acted for Canadian Imperial Bank of Commerce, Scotia Capital and a syndicate of lenders in connection with a US$300-million credit facility in favour of HudBay Minerals Inc. and Hudson Bay Mining and Smelting Co., Limited.

  • Acted as counsel to the Molson brothers, Geoff, Andrew and Justin, in connection with the acquisition of the Montréal Canadiens Hockey Club by the investment group led by the Molson brothers. This transaction is considered to be one of the most significant acquisitions ever completed in professional sports in North America. The transaction also included the purchase of the Montréal Bell Centre and the Gillett Entertainment Group.

  • Acted for the Miami Access Tunnel consortium, comprised of Meridiam Infrastructure, Bouygues Travaux Publics and Transfield Services Ltd. for the design, build, finance, operation and maintenance of the US$1.3 billion greenfield Port of Miami Tunnel project. Davies also acted as lead counsel for the consortium on the financing of the Project, with the senior debt financing of US$340 million being provided through a club of 10 international banks and the subordinated debt financing of US$341 million being provided as a 35-year fixed rate loan by the United States Department of Transportation under the federal TIFIA (Transportation Infrastructure Finance and Innovation Act of 1998) program. This project was awarded the 2009 Global PPP Deal of the Year by Project Finance magazine and the 2009 Americas PPP Deal of the Year by each of Project Finance International and Project Finance magazine.

  • Acted for Hale Capital Partners, LP and their wholly owned subsidiary HUSC, LLC in connection with the PIPE Investment by HUSC, LLC in secured convertible notes and warrants issued by United Silver Corp.

  • Acted for Ironbridge Equity Partners in the purchase by Ironbridge of all of the assets of Industrial Commercial Equipment Manufacturing Ltd. associated with its Frost Fighter business.

  • Acted for Ironbridge Equity Partners in the purchase by Ironbridge of all of the issued and outstanding shares of Hank's Maintenance and Service Co.

  • Acted for Ironbridge Equity Partners in the purchase by Ironbridge of all of the issued and outstanding shares of Lafrentz & Christenson Trucking Ltd.

  • Acting for Marret Asset Management Inc. and certain bondholders in connection with the issuance by Cline Mining Corporation of common share warrants and the entry into a trust indenture by Cline Mining Corporation for the issuance of up to US$50 million of secured bonds.

  • Acted for RX Exploration Inc. and its wholly owned subsidiary Drumlummon Ltd., in connection with a senior secured credit facility provided by an affiliate of Hale Capital Partners, L.P.

  • Acted for Sleep Country Canada LP in connection with a $105-million senior secured credit facility provided by The Toronto-Dominion Bank and a syndicate of Canadian and international lenders.

  • Acted as Canadian counsel for Bank of America, N.A. and a syndicate of lenders in connection with a US$500-million senior credit facility provided to Research In Motion.

  • Acting for Agnico-Eagle Mines Limited in the proposed acquisition of Grayd Resource Corp. for $275 million.

  • Acted for Bank of Montreal in connection with a $55-million secured credit facility made available to Leisureworld Senior Care Corporation for the acquisition of two luxury retirement residences.

  • Acted for Access Justice St. Thomas, a consortium of Meridiam Infrastructure, PCL Constructors Canada Inc. and Honeywell Limited, in relation to the design, construction, finance and operations of the St. Thomas Consolidated Courthouse project.

  • Acted as Canadian counsel to Credit Suisse Securities AG in connection with a US$355-million 7-year first lien term loan, a US$100-million 7.5-year second lien term loan and a US$20-million 5-year revolving credit facility made available to Mood Media Corporation in connection with its acquisition of Muzak Holdings LLC.

  • Acted for a syndicate of lenders led by Canadian Imperial Bank of Commerce in connection with a US$50-million revolving credit facility of Aurizon Mines Ltd.

  • Acted as lenders' counsel to Fiera Axium Infrastructure and Meridiam Infrastructure Finance S.A.R.L. in their bid for the Centre hospitalier de l'Université de Montréal (CHUM) Research Centre project.

  • Acted for BMO Capital Markets in connection with a $60-million bought deal private placement of subscription receipts of Fluid Music Canada, Inc. and for Bank of Montreal in connection with a US$100-million senior secured credit facility. The proceeds of the private placement and the bank financing will be used by Fluid Music to complete the EUR 160-million acquisition of Mood Media Group SA.

  • Acted for Canpages Inc., a local search and directories publisher in Canada, in an acquisition by Yellow Media Inc. from an investor group led by private equity firm HM Capital Partners, in a deal valued at $225 million.

  • Acted as Canadian counsel for an affiliate of Apollo Global Management, a leading global alternative asset manager, in connection with the proposed acquisition of Cedar Fair LP, a publicly traded partnership and one of the largest regional amusement park operators in the world, in a transaction valued at approximately US$2.4 billion.

  • Acted for Sankaty Advisors, the fixed income affiliate of Bain Capital, LLC, in the restructuring of Gienow Group, a leading Canadian manufacturer of windows and doors.

  • Acted for the Special Committee of Patheon Inc. in its response to a hostile bid made by JLL Partners Inc., valued at US$600 million including highly contentious proceedings before the OSC, and the successful defence in Ontario Superior Court of Justice of an injunction motion and a precedent setting application alleging improper solicitation of proxies by the Special Committee.

  • Acted for Norddeutsche Landesbank Girozentrale, New York Branch in connection with its financing on 9 MW of a combined 19 MW of solar power projects being developed via a joint venture between SunEdison, North America's largest solar energy services provider and SkyPower Corp., a major Canadian renewable energy developer. The 19 MW of solar projects are set to be completed by the end of 2009. The project, known as First Light, is the first project under the Ontario Renewable Energy Standard Offer Program to be project financed.

  • Acted for Callisto Capital LP and the other selling shareholders in the sale of Maxxam Analytics International Corporation to OMERS Capital Partners.

  • Acted for Sleep Country Canada Income Fund in its sale to Birch Hill Equity Partners and Westerkirk Capital Inc. in a negotiated takeover bid valued at $356 million.

  • Acted as Canadian counsel to Fulcrum Group on the merger with Butterfield Fund Services to create Butterfield Fulcrum Group.

  • Acted for Audley European Opportunities Master Fund Limited in connection with its US$30-million credit facility provided to Western Canadian Coal Corp.

  • Acted for Access Justice Durham (sponsored by Babcock & Brown, and including PCL Constructors and Johnson Controls), the successful consortium which entered into an agreement to design, build, finance and maintain the Durham Consolidated Courthouse, the first availability payment PPP relating to courthouses in North America and the first project to be completed by Infrastructure Ontario. This project received the 2007 CCPPP Award of Merit for Project Financing.

  • Acted for BMO Nesbitt Burns Inc. and a syndicate of lenders in connection with its $756-million financing of the Canaport liquefied natural gas (LNG) receiving and regasification terminal in New Brunswick. The facility is the first LNG regasification plant in Canada.

  • Acted for private equity firm Birch Hill Equity Partners Inc. and its portfolio company Emerging Information Systems Inc. in the acquisition of Financial Profiles Inc., a financial planning software company based in San Diego, California.

  • Acted as Canadian counsel for Man Financial Inc. (now MF Global Ltd.), a global broker for exchange-traded futures and options, in its negotiated acquisition of the Canadian operations of Refco Group Ltd.

  • Acted for private equity firm Birch Hill Equity Partners in the acquisition by Birch Hill Equity Partners III, LP of the assets of Bio Agri Mix LP.

  • Acted for Citibank International Plc, Citibank N.A. and General Electric Capital Corporation as agents and a syndicate of lenders in the US$6.7 billion term credit facility made available to SABIC Innovative Plastics Holding B.V., SABIC Innovative Plastics Holding US LP and SABIC Innovative Plastics GP B.V., supporting the acquisition of General Electric Company's plastics division by Saudi Basic Industries Corporation (SABIC).

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Recognition

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  • Recognized as a leader in the field of Banking & Finance in Chambers Global: The World's Leading Lawyers for Business.
  • Recognized as a leading business law practitioner by Who's Who Legal: Canada in the area of Banking.

Professional Affiliations

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Board Memberships

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Community Involvement

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Teaching Engagements

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Derek has taught the corporate law component of the Bar Admission Course and is involved in teaching the Advanced Business Law course offered by Osgoode Hall Law School. He has also lectured at the University of Western Ontario Law School.

Speaking Engagements

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Articles and Publications

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Derek co-authored the Canada chapter published in Law Business Research's The Banking Regulation Review - 2nd Edition (2011), as well as the Secured Lending Market - Canada chapter in the PLC Finance Cross-Border Handbook: The Law and Leading Lawyers Worldwide (2010).

Derek Vesey
Derek Vesey
Partner
Office:
Toronto
Tel:
416.367.6921
Email:
dvesey@dwpv.com
Bar Admissions:

Ontario, 1998

Education:

Osgoode Hall Law School, LL.B. (Silver Medalist), 1996

Queen's University, B.Comm. (Honours), 1993