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David Toswell

David J. Toswell
David J. Toswell Partner | Toronto
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Recent M&A, capital markets and shareholder activism transactions that David has advised on include:

Mergers and Acquisitions
  • Assisted HLS Therapeutics Inc. (TSX: HLS) on its exclusive agreement with Amarin Corporation to register, commercialize and distribute Vascepa® capsules in Canada

  • Advised ECN Capital Corp. (TSX: ECN) on its C$900-million sale of its commercial and vendor finance business to Canadian Western Bank

  • Acted for HLS Therapeutics on its going public transaction by way of a reverse take-over of Automodular Corporation implemented through a plan of arrangement

  • Acted for ECN Capital on the sale of certain aircraft assets to Acasta Enterprises Inc.

  • Advised Element Financial Corporation on its "butterfly" spin-out transaction by way of plan of arrangement pursuant to which Element Financial separated into two new public companies: Element Fleet Management Corp. (TSX: EFN) and ECN Capital Corp. (TSX: ECN)

  • Advised Element Financial Corporation in 2015 on its US$8.6-billion acquisition of GE Capital’s fleet management operations in the United States, Australia, New Zealand and Mexico; in 2014 on its US$5-billion cross-border acquisition of the vehicle fleet management services business of PHH Corporation; in 2013 on its C$570-million acquisition of the assets comprising GE Canada's vehicle fleet leasing business, C$243-million portfolio acquisition of leased helicopters from GE Capital, C$2-billion railcar finance vendor program with Trinity Industries (including all financing arrangements and related securitization finance transactions in connection with such acquisitions)

  • Advised Biovail Corporation (TSX/NYSE-listed public company) on the C$8-billion merger of equals transaction with Valeant Pharmaceuticals Inc.

Capital Markets
  • Acted for ECN Capital Corp. on its C$75-million offering of senior unsecured hybrid debentures

  • Acted for Element Fleet on its inaugural issuance of US$400-million senior unsecured investment grade notes

  • Acted for HLS Therapeutics on its C$50-million bought deal offering of common shares

  • Acted for ECN Capital on a C$1-billion financing commitment from a major Canadian pension plan to purchase originations from ECN subsidiary Service Finance Company

  • Acted for Element Fleet on its C$300-million common share financing as part of the implementation of Element’s new strategic plan and related acquisition of the remaining interests in its non-core joint venture

  • Acted for ECN Capital on capital management transactions resulting in the repurchase of C$595-million of shares by way of two substantial issuer bids for common shares and normal course issuer bids for common and preferred shares

  • Acted for Element Financial Corporation on public financings aggregating more than C$5-billion, including: C$2.8-billion prospectus financing comprising C$2.04-billion of subscription receipts (for underlying common shares), C$575-million extendible convertible subordinated debentures and C$172.5-million of rate reset preferred shares that represented the third-largest bought deal in Canadian capital markets history (June 2015); and C$1.42-billion prospectus offering to finance the acquisition of PHH Fleet, comprising subscription receipts, extendible convertible debentures and rate reset preferred shares (June 2014)

  • Acted for private company HLS Therapeutics on its US$385-million private placement financing of debt (US$185-million) and equity (US$200-million), which proceeds were used to acquire the Clozaril® rights from Novartis

  • Advised Fiat Chrysler Finance Canada in connection with the renewal of Fiat S.p.A's €20-billion global medium term note program

Proxy Contests/Shareholder Activism Matters
  • Advised Element Fleet Management Corp. on shareholder activism and governance matters in connection with its 2018 shareholders’ meeting

  • Advised Nerium Biotechnology Inc. on shareholder activism and governance matters

  • Advised Bill Wells and Greg Gubitz, former senior executives of Biovail Corporation, on their successful shareholder activism resulting in board and management changes at Bioniche Inc.

  • Assisted Agrium Inc. (now Nutrien) on its successful proxy contest defence against JANA Partners LLC

  • Advised Biovail Corporation on the successful defence of the proxy contest initiated in 2009 by Eugene Melnyk, founder and former CEO of Biovail; and the successful defence of the 2008 dissident proxy contest with Eugene Melnyk, which entailed two separate shareholder meetings and five court appearances over a three-week period

Awards & Recognition

David is recognized as a Repeatedly Recommended leading lawyer for each of Corporate Finance & Securities and Mergers & Acquisitions in The Canadian Legal Lexpert Directory.

He was also nominated as a stand-out lawyer by senior in-house counsel in Acritas Stars 2021: Independently Rated Lawyer.

Professional Activities

David is a member of the Board of Directors of Grandview Children’s Foundation, supporting Grandview Children’s Centre in Durham Region.

Education
Admitted as a Solicitor in England and Wales - 1992
Admitted to the Ontario Bar (Bronze Medallist) - 1990
LL.B. (Gold Medallist), University of Western Ontario - 1988
H.B. Commerce, Laurentian University - 1985
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