Having worked on all sides of both domestic and cross-border transactions, Stephen has a multi-faceted understanding of how deals come together and the insight necessary to advise clients on precedent.
Stephen is a partner in our Vancouver office. He has advised public and private entities in a wide range of industries regarding private securities offerings, debt financing, private mergers and acquisitions (M&A) and corporate governance matters. His practice is primarily focused in the areas of general corporate and commercial law, private M&A, secured lending and project finance/P3.
When engaged in a transaction, clients rely on Stephen for strategy, negotiation tactics, management of the transaction and general business advice. On the strategic side an important element Stephen provides is stress-testing the client’s proposal from both a business and legal perspective. Often this exercise reveals additional risks and opportunities for the client to consider and, in some cases, leads to a change in the overall direction of the file.
Stephen began his practice in New York and, as a result, brings an appreciation for the nuances of cross-border deals. Canadian companies embarking on an investment in the U.S. or abroad gain peace of mind from Stephen’s competency in multiple jurisdictions. Foreign clients looking to invest in Canada depend on Stephen for counsel on not just legal matters but also business issues, operational issues, financing and state of the marketplace.
Some of Stephen’s most notable transactions include:
- advising the issuer in a rated cross-border bond issuance valued at approximately C$1.2 billion to refinance the Autoroute 30 road project in Quebec and the novation of project-related inflation-hedge arrangements;
- advising the issuer in a rated cross-border bond issuance valued at approximately C$207 million to refinance The Rt. Honourable Herb Gray Parkway Road Project in Ontario (recognized as "North American Refinancing of 2017" by IJGlobal - Project Finance & Infrastructure Journal);
- advising a proponent for the Vancouver Fraser Port Authority's request for proposals to develop and operate the proposed Robert's Bank Terminal 2 in Delta, British Columbia;
- advising the issuer in a rated cross-border bond issuance valued at approximately C$228 million to refinance the South Fraser Perimeter Road Project in British Columbia (recognized as "North American Refinancing of 2015" by IJGlobal - Project Finance & Infrastructure Journal);
- advising the lenders to a bidder for the Mackenzie Vaughan Hospital Project (Ontario);
- advising a proponent for the City of Surrey Biofuel Processing Facility Project (British Columbia);
- advising the lenders to a proponent for the Highway 407 East Extension Project - Phase 2 (Ontario);
- advising the lenders to the proponent for the Sorel-Tracy Detention Centre Project (Quebec);
- advising the lenders to the proponent for the St. Thomas Consolidated Courthouse (Ontario);
- advising a proponent for the Restigouche Hospital Centre Project (New Brunswick);
- advising the lenders to the proponent for the St. Joseph's London/St. Thomas Hospitals Project (Ontario);
- advising the lenders to the proponent for the Mental Health Centre Penetanguishene (Ontario); and
- advising the proponent for the South Fraser Perimeter Road Project (British Columbia).
- advising PSA International Pte Ltd in its acquisition of a 60% interest in Ashcroft Terminal Ltd., the owner/operator of an inland terminal, trans-loading and storage facility located in Ashcroft, British Columbia;
- advising EllisDon Corp. in connection with its acquisition of various assets related to Carillion Canada Holdings Inc.'s Canadian operations;
- advising the U.S.-domiciled Wright Service Corp. in connection with its acquisition of a majority interest in Spectrum Resource Group, headquartered in Prince George, British Columbia;
- advising Centerra Gold Inc. in its US$1.1-billion acquisition of Thompson Creek Metals Company Inc. by way of a plan of arrangement in British Columbia;
- advising a consortium of project sponsors in respect of the disposition of project interests relating to a transportation infrastructure asset in the Province of British Columbia;
- advising an international project sponsor in a the negotiation of a cross-border strategic joint venture and subsequent disposition of project interests relating to a significant road project in the Province of Quebec;
- advising a project sponsor in the disposition of project assets for two courthouse projects in Ontario and British Columbia;
- advising Concert Infrastructure in a C$100-million contractual return arrangement with OMERS Investment Management;
- advising the project sponsors of a hospital infrastructure project located in Ontario in connection with a corporate reorganization and subsequent disposition of assets to a long-term investor;
- advising on the secondary market transfer of a portfolio of Canadian infrastructure projects, involving three transportation infrastructure projects in British Columbia and Alberta, a hospital in British Columbia and a hospital in Ontario; and
- advising a major Canadian chemical company in the disposition of assets in a series of domestic and cross-border transactions.
- advising a syndicate of lenders in connection with the refinancing of a cross-border senior secured corporate facility for a cross-border utilities company, in the amount of approximately US$500 million;
- advising a U.K.-based venture capital fund in various venture-round debt and equity offerings involving separate British Columbia start-up technology companies for aggregate proceeds in excess of C$20 million;
- advising a U.S.-based borrower in two senior secured syndicated credit facilities and a sale-leaseback transaction in the aggregate amount of approximately US$400 million;
- advising a U.S.-based private equity fund in its acquisition financing for the purchase of a machinery manufacturer in British Columbia;
- advising a major Canadian forestry company regarding the structuring and establishment of (i) a senior secured syndicated credit facility in the amount of C$45 million, (ii) a senior secured bilateral facility in the amount of C$15 million, and (iii) the private placement of senior secured bonds in the United States totalling US$300 million;
- advising a major Canadian mountain resort and skiing venue for the structuring and establishment of C$150-million senior credit facilities and C$126-million second lien senior notes, in connection with its contemporaneous initial public offering; and
- advising the lenders in respect of the structuring and establishment of an acquisition facility for a private company in connection with its acquisition of a long-term concession from a major U.S. university to operate and maintain certain of its utilities systems and associated infrastructure and develop future capital expansions.
Prior to joining McCarthy Tétrault in July 2010, Stephen worked for an international law firm in New York City. He received a BA in Political Science from the University of Alberta in 1998, an MSc in International Relations from the London School of Economics in 1999 and his LLB and BCL from McGill University in 2005. Stephen was called to the British Columbia bar in 2010 and is a member of the Canadian Bar Association, the Vancouver Bar Association and the Law Society of British Columbia.