Stephen J. Kelly

Biography

Stephen Kelly practises corporate and securities law, with particular emphasis on corporate finance and mergers and acquisitions. He has acted for public companies, underwriters and investors in numerous public offerings, including initial public offerings, bought deal transactions and cross-border offerings as well as in numerous private placement transactions.

Mr. Kelly often participates in public and private mergers and acquisitions on both a national and international basis. He also regularly advises clients on corporate reorganizations, continuous disclosure obligations, corporate governance matters, the preparation of shareholders' meetings and other ongoing securities law questions.

Year of Call

• Quebec Bar 1999

Law School

• LL.B./B.C.L., McGill University, 1998

EDUCATION

• B.A., Carleton University, 1994

Selected Client Work

Mr. Kelly has acted recently for the following clients:

CORPORATE FINANCE 

• A group of underwriters, led by RBC Dominion Securities and National Bank Financial, in the $43 million bought deal private placement offering of Class A Subordinate voting shares of GLV Inc.
• The underwriting syndicate, led by RBC Dominion Securities, in connection with an almost $283 million bought deal secondary offering of common shares of Dollarama
• A syndicate of underwriters co-led by RBC Capital Markets, CIBC World Markets and Crédit Suisse in the initial public offering of Dollarama Inc. for aggregate gross proceeds of $300 million
• SNC-Lavalin Group Inc. in its offering of an aggregate principal amount of $350 million of 6.19% debentures due July 3, 2019
• A syndicate of underwriters led by RBC Capital Markets, in the bought deal public offering of Class A Subordinate Voting Shares of GLV Inc. for aggregate gross proceeds of $38 million
• RONA Inc. in its bought deal offering of common shares for aggregate gross proceeds of $172 million
• RBC Capital Markets in connection with BCE's and Bell Canada's offer to repurchase up to $1.95 billion of debt securities issued by BCE and Bell Canada
• A syndicate of underwriters led by UBS Securities LLC in a cross-border private placement of convertible notes as well as in numerous cross-border offerings of common shares by Neurochem Inc. (now Bellus Health Inc.)
• A syndicate of underwriters in numerous public offerings of preferred shares and debt by both Power Corporation and Power Financial Corporation
• Domtar Inc. in numerous cross-border public offerings of common shares, debt securities and units, as well as cash offers and consent solicitations for a series of debentures
• Quebecor Inc. in a variety of public offerings and exchangeable debenture transactions, including associated corporate reorganizations
• A syndicate of underwriters with respect to the establishment and drawdown of a $1 billion MTN program for Yellow Pages Group
• Pappas Ventures (a North Carolina based venture capital fund) in connection with its investments in BioSyntech Inc. and Methylgene Inc.
• A syndicate of underwriters in connection with the initial public offering of Mediagrif Interactive Technologies

MERGERS AND ACQUISITIONS

• Smurfit-Stone and Bowater in the sale of selected private timberlands in the province of Quebec
• Domtar Inc. with respect to its combination with Weyerhaeuser's fine paper business, creating the largest fine paper company in North America
• SNC Lavalin Group in its sale of SNC Technologies Inc. to General Dynamics Corporation for $315 million
• Starwood Hotels and Resorts Worldwide Inc. in its acquisition of a 49% interest in the W Hotel (Montréal) via a limited partnership
• Reebok International Limited in its successful take-over bid for The Hockey Company Holdings Inc. for approximately $435 million
• BCE Emergis in its acquisition of Ware Solutions Corporation

OTHERS

• Aeroplan Canada Inc. in connection with a $600 million secured credit facility entered into by Aeroplan as a lender, which facility provided financing to Air Canada
• CAPE Fund Management Inc. in the creation of CAPE Fund L.P., a $50 million investment fund supporting aboriginal entrepreneurship
• Acted as the corporate secretary of Bell Canada International Inc., a cross-listed public company at the time, from 2005 to 2007
• Bell Canada International in connection with its recapitalization transactions and subsequent liquidation and wind-up
• Jolina Capital Inc. in its restructuring proposal for Tembec Inc.

Rankings and Recognitions

• Lexpert, 2007 - ranked as one of the "Top 40 Lawyers Under 40 in Canada" and "20 Canadian Corporate Lawyers to Watch"

Memberships and Activities

• Canadian Bar Association