Carole Turcotte

Capital Markets and M&A

Carole advises public and private issuers on corporate and capital markets transactions, including prospectus offerings and private placements, mergers and acquisitions, stock exchange listing, joint ventures, takeover and issuer bids and other strategic transactions. Additionally, Carole assists clients with regulatory matters before Canadian securities regulators and stock exchanges, including registration compliance, continuous disclosure obligations and corporate governance.

Her clients operate across a broad range of sectors, including healthcare and life sciences, manufacturing, technology and innovation as well as mining.

She has developed substantial experience advising mining companies, drawing on her legal and operational experience gained, among other things, during a secondment to one of Quebec’s prominent mining companies. She supports mining companies throughout the lifecycle of their projects, from permitting to equity financings, to acquisitions and divestitures, to strategic commercial agreements (construction, transportation, offtake, stakeholders and procurement).

Investment Funds

Carole has a well established investment funds practice, advising investment fund managers and portfolio managers as well as institutional investors, including pension funds and insurance groups, on fund formation and structuring, public and private offerings, permitted investments (including direct, fund of funds and co-investment arrangements), service provider agreements as well as continuous disclosure and reporting obligations. In addition, Carole advises dealers, advisers and other fund service providers on registration requirements under applicable securities laws.

Significant In-House Experience Working with Portfolio Managers and Institutional Investors

• Advised Trans-Canada Capital Inc. (portfolio manager of the Air Canada employee pension funds), on the ongoing offering and management of seven private investment funds (multi-strategy funds, hedge funds, fixed income funds, private market & alternative funds, and equity funds).
  
  
• Advised Intact Financial Corporation, on:
  
  • venture capital transactions, which included international equity investments in start-up or growing companies (via Intact Ventures);
  • broker transactions (reorganizations, equity investments and merger & acquisitions); and
  • strategic acquisitions such as On Side Restoration Services Ltd.
    
    
• Advised PSP Investments (portfolio manager of the public sector pension plans of the federal public service), on:
  
  • the acquisition of an interest in a French global engineering group that designs and supplies process equipment and production lines for large industrial companies; and
  • the acquisition of a majority interest in an Australian supplier of pecan and macadamia nuts through a joint venture.

Significant Experience Working with Baker McKenzie and Prior Law Firms

• Advised Atlassian Canada Inc. on its acquisition of Secoda Inc., an AI-powered metadata management and semantic understanding platform.
  
  
• Advised Patheon Inc. (previously TSX: PTI), a leading provider of contract development and manufacturing services to the global pharmaceutical industry, in its USD 2.6 billion going private transaction by way of plan of arrangement, and business combination with DSM's pharmaceutical products business.
  
  
• Advised Immunotec Inc. (previously TSXV: IMM), a health and nutritional products company, on prospectus offerings, private placements, amalgamations and restructurings, divestitures, convertible securities, continuous disclosure documents and commercial mandates.
  
  
• Advised Axcan Pharma Inc. (previously TSX: AXP and later acquired by TPG Capital for USD 1.3 billion), on prospectus offerings (including bought deals) and private placements.
  
  
• Maintained a highly concentrated practice advising Desjardins Trust initially, and then the investment fund managers of several professional corporations (Barreau du Québec, FMOQ, CSA, APM, Cormel, REMEC and RCGT), on the creation and prospectus offerings of their respective family of investment funds, the restructuring of certain arrangements from securities issued investment funds to insurance contract based structures, their corporate governance and continuous disclosure requirements, forming a substantial part of her annual workload.
  
  
• Advised Cliffs Natural Resources Inc. (NYSE: CLF), during an eight-month secondment for the integration with Consolidated Thompson Iron Mines Limited following the acquisition by its subsidiary for an amount of approximately USD 4.9 billion dollars.
  
  
• Advised Areva, a French multinational group specializing in nuclear power and renewable energy on joint ventures and takeover bids.
  
  
• Advised Arianne Phosphate Inc. (TSXV: DAN), a phosphate mine, on financings, continuous disclosure documents and commercial mandates.
  
  
• Advised Lamêlée Iron Ore Ltd. (previously TSXV: LML) on prospectus offerings, private placements, continuous disclosure documents, restructurings and commercial matters.
  
  
• Advised the Government of Guinea on proposed amendments to the Mining Code and on the negotiation of mining concessions and infrastructure agreements related to the development of the Simandou project, in which Rio Tinto was the primary mining company partner.

• Quebec Bar School