Kevin J. Morley

Biography

Kevin J. Morley is Chair of our Asset-based Lending Team, which is recognized as the leading ABL practice in Canada.

As a leading debt finance lawyer with more than twenty years of experience, Mr. Morley is a key advisor to numerous financial institutions, funds and other credit providers. As such, he has significant experience in multijurisdictional asset-based, project, acquisition, commercial, cash flow, equipment, subordinate and mezzanine financings, financial institution regulation, capital market transactions, and acquisitions, establishment and divestitures of finance businesses and portfolios.

Mr. Morley has significant insolvency and restructuring experience, having represented creditors in connection with the restructuring or recovery of billions of dollars of debt.

Year of Call

• Ontario Bar 1987

Law School

• LL.B., University of Western Ontario, 1985

Selected Client Work

• US$1,100,000,000 Canadian and US asset-based revolving credit facilities in favour of Univar Inc. and Univar Canada Ltd. (counsel to Bank of America, N.A. and Bank of America, N.A. (acting through its Canadian branch), as agents, lenders, swingline lenders and letter of credit issuers)
• US$350 million US and Canadian asset-based credit facilities in favour of Superior Essex Communications LP, Essex Group Canada Inc. and certain affiliates (Canadian counsel to Bank of America, N.A., including its Canadian branch, as agents)
• US$1.25 billion US and Canadian asset-based credit facilities in favour of United Rentals, Inc. and its US and Canadian affiliates (counsel to Bank of America, N.A. (including its Canadian branch), Banc of America Securities LLC, UBS Securities LLC and Wachovia Bank, National Association, as agents and/or co-lead arrangers)
• C$40 million asset-based credit facility in favour of Challenger Motor Freight Inc. and certain of its subsidiaries (counsel to GE Finance Holding Company)
• C$120 million of US and Canadian asset-based loans to facilitate the leveraged acquisition of High Liner Foods Incorporated and its US subsidiary (counsel to CIT Business Credit Canada Inc. and Royal Bank of Canada, as agents)
• Asset-based lending facilities for House Of Tools Company (counsel to Bank of America, N.A. (acting through its Canadian branch))
• US$29 million US and Canadian asset-based credit facilities in favour of Corrpro Companies, Inc. and its US and Canadian affiliates (counsel to Bank of America, N.A.)
• US$200 million US and Canadian asset-based credit facilities in favour of Intertape Polymer Group, Inc. and certain of its US and Canadian affiliates (counsel to Bank of America, N.A. as agent and arranger)
• C$12.575 million asset-based credit facilities in favour of Jyco Sealing Technologies Corporation (counsel to Royal Bank of Canada)
• Revolving credit facility and second lien term loan in favour of Modular Space Corporation to facilitate the acquisition by Resun Leasing, Incorporated of the GE modular space business (Canadian counsel to agents and senior lenders and to agent and second lien lenders)
• US$175 million senior revolving loan, US$425 million first lien term loan and US$175 million second lien term loan facilities in favour of Foamex L.P. and Foamex Canada Inc. in connection with their February 2007 exit from US and Canadian insolvency proceedings (Canadian counsel to agents, arrangers and lenders)
• US$3.4 billion senior revolving and "term B" credit facilities in favour of Michaels Stores (Canadian counsel to senior agents and lenders and to TLB agent and lenders)
• US$110 million US and Canadian credit facilities for ESCO Corporation and Quality Steel Limited (Canadian counsel to agent and lenders)
• US$40 million revolving and term credit facilities for Thane International (Canadian counsel to agent and lenders)
• US$80 million revolving credit facility in favour of Collins & Aikman/Tandus and certain of its US and Canadian affiliates (Canadian counsel to agent and lenders)
• £30 million revolving credit facility for CompAir UK Limited and certain Canadian and international affiliates (Canadian counsel to lender)
• C$50 million credit facilities for Motovan and its US affiliates (counsel to agent and lenders)
• US$100 million Canadian, US and German credit facilities in favour of Esselte Corporation and its affiliates (Canadian counsel to agent and lenders)
• C$29.5 million debtor-in-possession facilities in favour of St. Marys Paper Ltd. in connection with its CCAA proceedings (counsel to lender)
• C$150 million revolving credit facility in favour of Midfield Supply ULC (counsel to agent and lenders)
• C$35 million revolving credit facility in favour of Olco Petroleum Group Inc. (counsel to lender)
• US$2 billion (including C$200 million Canadian line) senior secured Canadian and US facilities in connection with the acquisition and recapitalization of Toys "R" Us (Canadian counsel to agent and lenders)
• US$135 million facilities in favour of Birks & Mayors Inc.'s Canadian and US subsidiaries (Canadian counsel to agent and lenders)
• US$250 million facility in favour of West Marine Products (Canadian counsel to agent and lenders)
• C$20 million facility in favour of SAAN Stores in connection with its exit from restructuring proceedings (counsel to lender)
• US$100 million facility in favour of Reichhold Inc.'s Canadian, US and UK subsidiaries (Canadian counsel to agent)
• US$70 million debtor-in-possession facility in favour of Pliant Corporation's Canadian and US affiliates (Canadian counsel to agent and lenders)
• US$240 million senior and US$80 million "Term B" debtor-in-possession credit facilities in favour of Foamex LP and its US and Canadian affiliates (Canadian counsel to agents)
• $200 million senior facilities in favour of Waterford Wedgwood plc and its Canadian, US, UK and other foreign affiliates (including Royal Doulton) (Canadian counsel to agents)
• C$60 million senior facilities for Palliser Furniture and its US and Mexican affiliates (counsel to agent and lenders)
• US$350 million senior facility in favour of Pier 1 Imports' US and Canadian affiliates (Canadian counsel to agents)
• C$100 million senior facility in favour of Ainsworth Lumber (counsel to co-agent)
• US$500 million senior Canadian and US credit facilities in favour of Bass Pro Shops' US and Canadian affiliates (Canadian counsel to agents)
• US$85 million debtor-in-possession revolving and term facilities for Best Manufacturing and certain of its US and Canadian affiliates (Canadian counsel to agent and lender)
• C$35 million revolving credit facility for Division Gestion S. Crête Inc. (counsel to lender)
• US$325 million (including C$110 million Canadian line) facilities in favour of Core-Mark International, Inc. and certain of its affiliates (Canadian counsel to agents)
• US$650 million (with a US$350 million accordion feature) Canadian and US facilities in favour of Gerdau Ameristeel Corporation and certain of its affiliates (Canadian counsel to agent and lenders)
• C$40 million Canadian and US facilities in favour of Timminco and certain of its domestic and US affiliates (counsel to agent)
• C$50 million facilities in favour of Premier Tech in connection with the recapitalization of its North American operations (counsel to lender)
• US$130 million Canadian and US facilities in favour of Bumble Bee Seafoods LLC and Clover Leaf Seafoods, L.P. and certain of their affiliates in connection with the consolidation of their businesses with Conner Bros. Income Fund (Canadian counsel to agent and lenders)
• C$230 million Canadian and US credit facilities to Fishery Products International and certain of its domestic and US affiliates (counsel to agent and lenders)
• C$100 million Canadian and US senior secured lien and subordinated facility for the Consolidated Bedding, Inc. group of companies in connection with the acquisition thereof (Canadian counsel to agent)
• C$270 million credit facility in favour of CanWel Building Products in connection with its acquisition of Sodisco-Howden (counsel to lenders)
• US$650 million revolving and term credit and US facilities for William Scotsman (Canadian counsel to lender)
• US$175 million Canadian and US facilities in favour of Dura Automotive and certain of its affiliates (Canadian counsel to agent and lenders)
• C$175 million facilities in favour of Emco Corporation and Emco Building Products to refinance North American operations (counsel to agent and lenders)
• C$40 million in favour of Golf Town in connection with its conversion to an income trust (counsel to lender)
• US$150 million senior facility for Spiegel/Eddie Bauer in connection with an exit from restructuring proceedings (Canadian counsel to agent and lenders)
• US$200 million Canadian and US facilities in favour of Spherion Corporation and certain affiliates (Canadian counsel to agent)
• C$26 million revolving and term facility in favour of Wire Rope Industries Ltd. (counsel to asset lender)
• C$650 million revolving facility in favour of Hudson's Bay Company (counsel to co-agent)
• C$325 million revolving, term and acquisition facilities in connection with the acquisition by a private equity investor of Emco, a major North American home and building products distribution business (counsel to agent and asset lenders)
• US$225 million Canadian and US acquisition facilities in connection with K2's leveraged acquisition of Rawlings Sporting Goods Company, Inc.
• US$330 million Canadian and US facilities in favour of Supremex/Mail-Well (Canadian counsel to agent)
• US$600 million Canadian and US facilities to finance Bain Capital's acquisition of a 60% interest in Unisource Worldwide, Georgia-Pacific Corp.'s paper, packaging and supplies distribution business (Canadian counsel to agent)
• C$230 million revolving and term facilities for Algoma Steel Inc. (counsel to agent and asset lender)
• C$50 million "DIP" loan to Algoma Steel Inc. (counsel to agent and asset lenders)

Publications

• Update on Canada-US Tax Treaty - Hybrid Entities, Ogilvy Renault Information Bulletin, September 27, 2007
• Update on Canada-US Tax Treaty, Ogilvy Renault Information Bulletin, September 24, 2007
• Unions in Canadian Restructurings... Who's the Gatekeeper? (co-author Orestes Pasparakis), ABF Journal October 2006
• Important Supreme Court of Canada Decision on Receiver Liability as a Successor Employer (co-authors Orestes Pasparakis, Derrick Tay, Susan Rothfels, Mario Forte, David Bannon), Ogilvy Renault, August 2006
• Canadian Withholding Tax on Loans Between Non-Residents, Ogilvy Renault, May 4, 2006
• Bankruptcy & Corporate Restructuring: Friends, neighbours and business partners - insolvency cooperation between Canada and the US (co-author Orestes Pasparakis) Financier Worldwide, March 2006
• Fundamental changes to Canadian insolvency laws (co-author Arnold Cohen) Financier Worldwide, January  2006
• Asset-Based Lending - Recent Developments of Importance (co-author Arnold Cohen), Lexpert The American Lawyer Guide to the Leading 500 Lawyers in Canada, January 2006
• Asset-based Lending in Canada, Asset-Based Lending & Commercial Finance Review 2005
• Converging Practice & Procedure in Canada. A "Kinder, Gentler" Insolvency Process (co-author Tony Reyes), ABF Journal, February 2005
• Successor Employer Issues: Unions Emerge as Key Stakeholders in Canadian Restructurings (co-author Orestes Pasparakis), ABF Journal, September 2004
• Quebec... No Longer Feared in ABL Workouts (co-author Arnold Cohen), ABF Journal, February 2004
• Fraudulent Conveyances: US & Canadian Legislation (co-author Jennifer Stam), ABF Journal, September 2003
• Financing A Canadian Restructuring: Are There Any DIPs in Canada?, ABF Journal, March 2003

Speaking Engagements

In addition to conducting continuing legal education programs in-house and on behalf of a number of clients, including Bank of America and Royal Bank of Canada, Mr. Morley speaks at CLE conferences.

Media Highlights

• 2007 Lexpert Guide to the Leading U.S./Canada Cross-Border Corporate Lawyers in Canada
• Lexpert (Jan. 2007)
• Lexpert (Feb. 2004)
• Canadian Business (March 2004)
• ABF Journal (Oct. 2006)
• Financier Worldwide (March 2006)
• Financier Worldwide (Jan. 2006)
• Lexpert 2006 Guide to the Leading 500 Lawyers in Canada
• Financier Worldwide - Asset-based Lending and Commercial Finance Review 2005
• ABF Journal (March 2005)
• ABF Journal (Sept. 2004)
• ABF Journal (Feb. 2004)
• ABF Journal (Sept. 2003)
• ABF Journal (March 2003)

Rankings and Recognitions

• Lexpert/American Lawyer Media Guide to the Leading 500 Lawyers in Canada
• Lexpert-Thomson Guide to the Leading 100 Canada-US Cross Border Corporate Lawyers in Canada
• The Best Lawyers in Canada (banking and equipment finance)
• Canadian Legal Directory Lexpert ("consistently recommended" in asset-based lending)
• Chambers Global Leaders in Their Field (banking and finance)
• IFLR (International Financial Law Review) Guide to the World's Leading Business Law Firms (leading practitioner in banking)

Memberships and Activities

• Fellow, American College of Commercial Finance Lawyers
• Canadian Bar Association
• American Bar Association, International and Business Law Sections 
• Law Society of Upper Canada