Frank S. Callaghan  

Partner

Executive Summary

Frank Callaghan is BLG's National Group Head, Corporate and Capital Markets. Frank is also a member of the Firm's National Management Committee.

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

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 connection with financings, restructurings and related transactions, including acting for issuers in connection with public note offerings; negotiating and establishing credit facilities and restructurings; advising foreign banks on Canadian banking regulations; advising on project financings and income trust financings; and acting for a number of asset-based lenders.
  • Managing other large, complex corporate/commercial transactions, including joint ventures, real estate syndications, and corporate reorganizations and combinations.

Representative Work

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 UE Waterheater Income Fund on its acquisition of Protectron Inc. and related public offering of Subscription Receipts.
  • 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.
  • 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 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.
  • Acting as Canadian counsel for US private equity funds in their acquisition of North American Construction Group Inc.

Special Committee Mandates

  • Acting for the Special Committee of Corus Entertainment Inc. in connection with its $2.65-billion acquisition of Shaw Media.
  • Acting for the Special Committee of Osprey Media on its $573-million takeover by Québecor 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.

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 as Canadian counsel to the lenders of Fortress Investment Group LLC in connection with its $2.8-billion takeover of Intrawest Corporation.
  • Acting for UE Waterheater Operating Trust in connection with its $400-million public note offerings.

Rankings & Recognitions

  • Recognized in the 2019 edition of Best Lawyers in Canada (Corporate Law, Leveraged Buyouts and Private Equity Law, Mergers & Acquisitions Law).
  • Selected by peers for inclusion in the 2018 edition (and since 2008) of The Best Lawyers in Canada® (Corporate Law).
  • Recognized in the 2018 edition (and since 2013) of Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada (Corporate Mid-Market).
  • Recognized in the 2018 edition of The Canadian Legal Lexpert® Directory (Corporate Commercial Law, Corporate Finance and Securities, Corporate Mid-Market, Private Equity)
  • Recognized in the 2017 and 2016 edition of The Canadian Legal Lexpert® Directory (Corporate Commercial Law) and the 2017 edition (Corporate Mid-Market).
  • Recognized as a leading infrastructure lawyer in the 2018, 2017, 2015 and 2014 editions of the Lexpert® ROB Special Edition on Infrastructure.
  • Martindale-Hubbell® BV® Distinguished™ 4.4 out of 5 Peer Review Rated.