Infrastructure

OVERVIEW

The maintenance of infrastructure and the development and financing of its expansion and renewal is developing into a major concern in Canada. At a time when governments at all levels across Canada are committed to not only balancing their budgets but also paying down public debt, the amount of government funding available for infrastructure expansion and renewal is falling short of requirements. A recent report has indicated that there is an annual shortfall of approximately $800 million in the Greater Toronto Area alone for necessary infrastructure financing.

Increasingly, concerns are raised about congested highways, overcrowded hospitals, deteriorating schools and growing pressure on water and sewage capacity. Various organizations, such as the Toronto Board of Trade, are calling for innovative solutions to these infrastructure concerns through a more effective mobilization of private sector resources in concert with the various levels of government.

For many years, Gowlings has worked with clients in the development and management of infrastructure projects. These initiatives have included work on power generation, transmission and distribution; toll highways; airports; residential, industrial and commercial real estate development; environmental clean-up and waste disposal projects; water and wastewater; large scale advance technology systems, and the development of health care facilities.

The Gowlings Infrastructure Group has acted in a broad series of infrastructure and PPP transactions and financings. We have acted and continue to provide advice to project developers and managers, joint venture partners, financial institutions, and governments. The group draws upon the expertise of lawyers involved in all aspects of the firm's practice.

SERVICES

• Structuring
• Contract negotiation and management
• Government representation
• Planning and environmental strategies, approvals and counsel
• Site assembly and management of environmental issues
• Financing, including private placements of debt and equity
• The implementation of exit strategies, such as public financings
• Management and operation
• Dispute resolution and litigation
• Tax strategies
• Design and management of procurement processes
• Government relations

REPRESENTATIVE TRANSACTIONS

• Smart Ride Group – Act as legal counsel to a consortium including a major pension fund, rail equipment supplier, and construction group that is proposing to build a light rail system in the Greater Toronto Area.
• Highway 407 –  Advised the purchasers on two recently completed transactions in the capital of 407 International Inc., which holds a long term lease of Highway 407. The combined value of the two transactions exceeded $650 million. We provided advice with respect to the structure of both transactions and the negotiation of both purchase agreements, as well as on tax, securities, competition (antitrust), Investment Canada Act, corporate, secured transactions, and litigation matters. The Gowlings team, which included 40 professionals from our Toronto and Montreal offices, worked around the clock to complete these complex transactions in a short period of time.
• Detroit-Windsor Tunnel –  Acted as Canadian counsel to Macquarie Global Infrastructure Fund in its acquisition of the Detroit & Canada Tunnel Corporation, the operator of the Detroit-Windsor Tunnel. The Detroit-Windsor Tunnel is the second busiest crossing between Canada and the United States.
• Buffalo and Fort Erie Bridge Authority –  Represent the Authority for the purpose of obtaining all environmental approvals required for the twinning of the Peace Bridge.
• Walkerton Inquiry –  Acted as counsel to the Government of the Province of Ontario in the Inquiry into e-coli water contamination in Walkerton, Ontario. The Inquiry examined issues and solutions in the area of municipal water systems and ground water contamination.
• Water and Wastewater – Acted for the regional municipality of Peel in designing and running the procurement process, including drafting and negotiating a Services Agreement, for an Operator for the South Peel Water and Wastewater Facilities, resulting in estimated net savings of $60 million over the life of the Agreement while at the same time improving asset protection and maintaining high quality drinking water.
• Acquisition of Bruce Nuclear Power Facilities – Acted as counsel to British Energy PLC in connection with its acquisition from Ontario Power Generation Inc. of the Bruce nuclear facilities. The transaction, which closed in May 2001, has resulted in an affiliate of British Energy, Bruce Power Inc., operating the Bruce Nuclear plant under a long term lease.
• Nav Canada – Privatization of Canada’s air navigation system, including obtaining special Act of Parliament to incorporate, establishing corporate structure, bond market financing advice, environmental liability investigations and real estate transfers for 2,000 properties across Canada.
• Northwestern General Hospital – Development of Seniors care residential complexes part of the development of Northwestern General Hospital in Toronto, and subsequently conversion of Northwestern General Hospital facility in Toronto from an acute care to a chronic care long term facility for seniors. This involved significant dealing with Ontario’s Ministry of Health on issues that were generated by the closing of the hospital.

For further information, please contact:

National Group Leader
David J. McFadden QC
david.mcfadden@gowlings.com
(416) 369-7243