Paul A. D. Mingay  

Partner

Executive Summary

Paul Mingay is the National Leader of the Public M&A Group at Borden Ladner Gervais LLP, and former national leader of the Securities and Capital Markets Group. A partner in the Toronto office, he focuses on corporate and securities law, including mergers and acquisitions and corporate finance. His practices encompasses:

  • Advising clients in connection with securities law matters as well as general corporate and commercial law, including contracts, and corporate governance.
  • Advising both underwriters and issuers in various types of financings by public offering and private placement, including offerings under the multijurisdictional disclosure system, and other cross-border financings.
  • Advising buyers, sellers and boards of directors in relation to mergers and acquisitions.
  • Advising on joint ventures and structuring of investments, including cross-border structures, limited partnerships, trusts and other investment vehicles.

Paul has particular industry experience in REITs and other income trusts, mining and infrastructure, healthcare (including pharma and biotech), and in acting for private equity investors.

Representative Work

Corporate Finance Transactions

  • Acted for Northland Power in its $225 million bought deal offering of common shares and convertible debentures which were issued to help finance Northland's investment in a 600 Megawatt wind project off the coast of the Netherlands.
  • Acted for Loblaw Companies Limited in its $1.65 billion offering of senior unsecured notes, as well as other equity and debt offerings of Loblaws securities.
  • Acted for the agents in a $500-million offering of debentures by Cameco Corporation, consisting of $400 million of 10-year notes and $100 million of 30-year notes, as well as in connection with numerous other offerings of common shares and debt securities by Cameco.
  • Acted for the underwriters in connection with the $282-million IPO of Centerra Gold Corp. by way of secondary offering from Cameco Corporation, and the subsequent $908- million secondary offering by Cameco of the remainder of its Centerra interest.
  • Acted for the underwriters in a $339-million offering by Chartwell Seniors Housing REIT of debentures convertible into REIT units, as well as in connection with numerous other offerings of REIT units and other securities by Chartwell.
  • Acted for George Weston Limited in its $1.5-billion shelf prospectus for debt securities and preferred shares and various offerings of medium term notes thereunder, as well as other offerings of Weston debt and preferred shares.
  • Acted for Kellogg Canada Inc. in connection with a $300-million offering of Senior Notes by way of private placement through a syndicate of agents.

Mergers and Acquisitions Transactions

  • Acted for Health Care REIT (now Welltower) in its $1-billion acquisition of HealthLease Properties REIT.
  • Advised Ridley Inc. in its acquisition by way of plan of arrangement by Alltech, Inc.
  • Advised JLL Partners, Inc. in its acquisition of the minority interest in Patheon Inc.
  • Acted for Ontario Pension Board in its disposition of One Queen Street East to CPPIB.
  • Advised Global Copper in its acquisition by Teck Cominco.
  • Canadian counsel to Covidien plc in connection with the worldwide spin-off of its pharmaceutical business under the name Mallinckrodt.
  • Advised ING Real Estate Community Living Group in the sale of its interest in a portfolio of retirement homes to Chartwell Seniors Housing REIT.
  • Advised Modular Space Corporation in its acquisition of the modular space business of GE Capital.
  • Advised GT Canada Medical Properties REIT and its Board of Directors in connection with its acquisition by NorthWest Value Partners Inc. by way of takeover bid.
  • Advised Infor Global Solutions in its acquisition of Workbrain by way of plan of arrangement.

Publications & Presentations

  • Co-Author, "Do I hear an Eco? OSC Approach to Share Issuances in Proxy Fight Echoes the Approach in Take-overs," BLG Securities and Capital Markets Bulletin, August 2017.
  • Co-Author, "Canadian Securities Administrators Provide Guidance on M&A Transactions Involving Material Conflicts of Interest," BLG Securities and Capital Markets Bulletin, August 2017.
  • Co-Author, "Good Tactics or Bad Faith: The Divisive Issue of Sandbagging in M&A," BLG Securities & Capital Markets Bulletin, January 2017
  • Co-Author, "Canadian Courts take a Second Look at Fairness to Shareholders in Plans of Arrangement," BLG Securities & Capital Markets Bulletin, December 2016.
  • Author, "The Trouble with REIT Governance," Canadian Business Law Journal, September 2016.
  • Author, "Why Is It So Hard To Sue Trustees of a REIT?," BLG Securities & Capital Markets Bulletin, September 2015.
  • Co-Author, "Poison Pills are Dead…or Are They? Has the CSA Eliminated the Need for Poison Pills?,” BLG Securities & Capital Markets Bulletin, April 2015.
  • Author, Preliminary Agreements, Practical Law's Private Acquisitions Multi-Jurisdictional Guide – Country Commentary – Canada, Thomson Reuters 2014.
  • Author, Signing, Closing and Opinions, Practical Law's Private Acquisitions Multi-Jurisdictional Guide – Country Commentary – Canada, Thomson Reuters 2014.
  • Speaker, "Structuring the Deal," The Osgoode M&A Skills Boot Camp, March 31, 2015 and prior years.
  • Co-Author, Canadian M&A in 2014," Lexpert CCCA/ACCJE Corporate Counsel Directory and Yearbook.
  • Co-Author, "Canadian M&A in 2013," the 2014 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada.
  • Co-Author, "Country Q&A Canada," Practical Law Company's Multi-Jurisdictional Guide 2012/13, Mergers and Acquisitions.
  • Speaker, "Pre-Transaction and Early Stage Agreements", Insight, International Business Agreements and Commercial Ventures, February 27-28, 2013.
  • Speaker, "Mergers and Acquisitions – IFRS Conversion Issues and Deal Structuring Considerations," ACUMEN Information Services, 2010 OSC/IFRS Update, September 23-24, 2010.
  • Speaker, "Preparing for M&A and Getting the Deal Done," Insight – CFO Summit, Business Insights for Growth and Profitability, June 14-15, 2010.
  • Speaker, "Update on the M&A and Take-over Market: Emerging from the Financial Crisis," The Canadian Institute, Securities Superconference, February 23-24, 2010.
  • Speaker, "New Twists and Defences in Hostile Takeovers," Insight – Advanced M&A Conference, May 5-6, 2010.
  • Speaker, "What are Today's Trends in Hotly Negotiated Deal Points," The Canadian Institute, Securities Superconference, February 17-18, 2009.
  • Speaker, "A World of Problems: Overcoming Challenges that Arise During International M&A Deal," The Canadian Institute, Mergers and Acquisitions in the Mining Industry, December 1-2, 2008.

Rankings & Recognitions

  • Recognized in the 2017 edition of IFLR1000 - The Guide to the World's Leading Financial Law Firms as a leading lawyer (M&A).
  • Recognized as a leading Canadian lawyer in the 2016 Lexpert®/Report on Business Special Edition on Energy.
  • Recognized as a leading Canadian lawyer in the 2017 Canadian Legal Lexpert® Directory (Corporate Commercial Law, Corporate Finance & Securities, Corporate Mid-Market, Mergers & Acqusitions and Private Equity) and the 2016 and prior editions (Corporate Commercial Law, Corporate Finance & Securities, Corporate Mid-Market, Private Equity).
  • Recognized in the 2016 edition of the Lexpert® Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada (Corporate Finance & Securities).
  • Recognized as a leading Canadian lawyer in the 2016 and prior editions of Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada (Corporate Mid-Market).
  • Selected by peers for inclusion in 2016 edition (and since 2009) of The Best Lawyers in Canada® (Corporate Law, Mergers & Acquisitions Law, Securities Law).
  • Recommended in the 2016 and 2015 editions of the Legal 500 Canada (Corporate and M&A).
  • Recognized as a leading Canadian lawyer in the 2016/17 and prior editions of Lexpert® Special Edition on Global Mining.
  • Recognized in Canadian Who's Who, University of Toronto Press.
  • Martindale-Hubbell® AV Rated.