Position: Barrister & Solicitor
Locations: Serving Calgary, Edmonton, and Surrounding Areas Throughout Alberta
Phone: (403) 874-5409
- Barrister & Solicitor, Alberta (2011)
- Attorney-at-law, New York (2002)
Wayne is an accomplished commercial lawyer licensed to practice law in Alberta and New York with progressive experience managing the legal function in-house within large global organizations and as deal lead in leading international law firms (Ashurst LLP, Baker & McKenzie, Bryan Cave Leighton Paisner LLP) providing broad-based commercial legal advice and strategic support across various industries.
Having worked in various financial market centres globally, Wayne has spent his career providing client-centric legal and strategic advice to sophisticated clients such as prominent commercial and investment banks, U.S., European and emerging market private equity and hedge fund managers, and global energy, agricultural, and mining sector corporations in connection with a broad range of transactional and commercial matters across Canada, the U.S., South America, Europe, Africa, and the Middle East.
Representative matters Wayne has worked on include, the formation of private equity funds, hedge funds and other investment funds, advising General Partners in respect of inward investments into funds by Limited Partners and advising Limited Partners in respect of their investment into funds, directly or by consortium, across various asset classes (including traditional, infrastructure and real estate), the management and structuring of private equity portfolio investments, initial public offerings, the offering, marketing and the sale of private and public securities, management buyouts, leveraged buyouts, and general mergers and acquisitions, including corporate reorganizations, amalgamations, acquisitions, divestitures, asset leasing, domestic and cross border joint ventures, software licensing, commercial real estate and an array of other commercial matters across multiple jurisdictions.
- Native English
- German (intermediate conversational, reading, and writing)
- French (intermediate conversational, reading, and writing)
General: Matters include mergers and acquisitions including corporate asset and share acquisitions and divestitures, (and lending in connection with such arrangements), privacy matters, supply and procurement matters, software licensing, commercial real estate, and an array of other commercial matters.
Mergers and Acquisitions, Securities, and Finance Matters: Significant corporate strategic and tax-driven mergers and acquisitions experience by way of share and asset acquisitions and divestitures, corporate reorganizations, advising on investment structures, corporate governance matters, and partnering arrangements, including joint ventures and consortiums, initial public offerings, the offering, marketing, and the sale of private and public securities, debt financing and secured lending, domestic and international private equity fund investments, including the formation of investment funds, inward investments into funds, as well as outward investments from funds, directly or by consortium, across various asset classes, including traditional, infrastructure, and real estate, management buyouts, leveraged buyouts, asset leasing.
Construction and Infrastructure: Wayne has also been engaged with a considerable number of infrastructure and construction projects and consortiums, and professional design and engineering projects in connection with the construction of airports, and various industrial, commercial and retail buildings, as well as equipment leasing and financing.
Commercial Real Estate: Wayne’s experience with commercial real estate matters includes the development, acquisition, disposition, leasing, and financing of commercial real estate (including, office buildings, industrial and agricultural properties, and environmentally impacted properties), infrastructure development, land development, planning matters and assisting to develop land acquisition strategies for projects. Wayne’s real estate experience further includes the imposition, transfer, and removal of secured interests, liens, charges, caveats, and other encumbrances on title, large-scale construction projects, lending arrangements, environmental matters, regulatory applications, real-estate securitization, mortgage financing through traditional mortgages and other alternatives, and brokerage issues.
Agreements: Wayne possesses significant experience reviewing, drafting, and negotiating various commercial agreements and documents. Such documents include, merger and asset acquisition and divestiture agreements, construction, design, and engineering agreements, commercial, industrial, and agricultural land and real estate sale and purchase agreements, commercial lease and settlement agreements, land development agreements, joint land use agreements, rights of way agreements, rights of first refusal, caveats, joint venture, partnership, and consortium
agreements, operating and management agreements, confidentiality agreements, equipment leasing, and financing contracts, tender documentation, various financing, credit and security agreements, and environmental indemnity agreements, master supply, services and procurement contracts for services and products within the construction, agricultural, mining, upstream energy and other industries, general terms and conditions of services and sale, subcontracting, consulting and foreign representative agreements, tender documents across, etc. Wayne was a participating member of the Petroleum Services Association of Canada committee which was mandated to develop and propose standard contract terms to the Canadian Association of Petroleum Producers for upstream energy sector supply agreements. continuous disclosure filings such as annual proxy statements,
Reviewing, drafting, negotiating, and acting on behalf of a Canadian pension fund and with assets in excess of $17B CAD under management as well as on behalf of notable private equity fund managers wide variety of private equity related investment agreements, including subscription agreements, limited partnership agreements, administration agreements, agent syndication agreements, asset management agreements, investment management agreements, side letters, indemnity agreements, unanimous shareholders’ agreements, purchase and sale agreements, joint bidding agreements, security agreements, guarantee agreements in connection with its investments across traditional, real- estate and infrastructure asset classes globally.
Representative Transactions Include:
Acting as lead transaction lawyer to advise the third largest construction company in the middle east with respect to its 100% share capital increase on its respective stock exchange, and the subsequent purchase through a special purpose vehicle structure by a prominent European private equity firm of the resulting issued share capital to give the buyer a 51% shareholding.
Lead transaction lawyer to advise KGL Investment Company KSCC (“KGL”) as sponsor and Port Link G.P. Ltd. as General Partner of the Port Fund L.P. in connection with the formation of the fund as a limited partnership formed and registered in the Cayman Islands and subsequent investments into the funds. The Fund is a private equity fund focused on port and related logistics opportunities in emerging markets. The fund doubled its initial capitalization of U.S. $188 million to $380 million over its 10-year lifecycle.
Advised a prominent investment fund registered in the Cayman Islands with respect to its proposed acquisition of three targeted portfolio companies incorporated variously in the Middle East and the British Virgin Islands through a bilateral special purpose vehicle structure.
Advised with respect to special licensed status under the Kuwait Direct Foreign Investment Law and the incorporation of a joint venture vehicle to be owned proportionately by joint venture partners the National Drilling and Petroleum Services Company (Kuwait) and Gazprom (Russia) to exploit energy opportunities in the Middle East.
Advised with respect to various operation and management, asset management and investment
management arrangements in connection with the management of investment funds and other partnerships, direct and consortium investments in various assets, management of business and commercial activities such as the operation and management of hospitals, health care service companies, corporations engaged in the business of providing insurance or reinsurance, brokerage businesses, construction companies, power and other companies as well as the management of specific projects.
Advised with respect to our client’s participation in a six-member consortium to tender for and subsequently undertake the rehabilitation, expansion, operation and maintenance of the Queen Alia International Airport in the Hashemite Kingdom of Jordan in 2007.
Advised Citibank United Kingdom and Citibank Kuwait their Market – Linked Capital Protected Deposit Master Agreement (to deal with principal protected trades), and the Market-Linked Structured Investments Master Agreement (to deal with non-principal protected trades).
Advised Merrill Lynch, Europe PLC (London – Corporate, Global Markets & Investment Banking Group), on the relevant corporate and employment law in respect of the move of its Middle East headquarters from the U.A.E. to the Dubai International Financial Centre (DIFC) and with respect to its establishment in the Kingdom of Saudi Arabia.
Advised Merrill Lynch, Europe PLC, (London – Corporate, Global Markets & Investment Banking Group, London), Morgan Stanley & Co. Inc., (New York), Citigroup Inc., (Global Transaction Services, New York) in respect of the marketing, offering and sale of local and foreign securities in various locations in the Middle East.
Advised a global fire systems company in connection with terminating its long-standing agency and distribution arrangement with its local Kuwaiti agent and advised the client in connection with establishing a new agency relationship.
Advised an Alberta based company with respect to the settlement of its commercial agency in Kuwait.
Advised Johnson and Johnson, State Street Bank, Guidant Corp., Exxon Mobil in relation to and drafted applications for waiver from the Saudi Arabian Capital Markets Law prospectus requirements and share transfer restrictions for U.S. employee stock option schemes.
Advised Brown Brothers Harriman & Co. in relation to its proposed investment advisory and custodial services activities in Saudi Arabia.
Advised JPMorgan Chase Bank, N.A. in relation to its proposed Securities Custody Services in Saudi Arabia.
Advised Gulf Securities Co. with respect to their appointing an agent to market and place shares in its Funds, sell investment products, conduct brokerage and on-line trading operations in Saudi Arabia.
Advised Banque Audi Suisse (Geneva) and Audi Saradar (Lebanon) with respect to the relevant Saudi Arabian Capital Markets Law requirements relating to the marketing of securities and drafted Brokerage Agreement whereby Audi Saradar (as a licensed intermediary) would introduce Audi Suisse to Saudi nationals or companies as clients to open accounts with Audi Suisse.
Advised Saudi Hollandi Bank on certain proposed buy and sell-side management and advisory activities in Saudi Arabia.
Advised in relation to the IPOs of two Saudi Companies in the telecommunications manufacturing and food packaging industries.
Advised Mitsubishi Motor Corporation in connection with its acquisition of a major Saudi vehicle leasing company.
Advised Nomura International Plc on the third and fourth round financing of Morphochem AG in
Advised Electra Holdings GmbH in their proposed limited auction leveraged buyout of Gardena AG in Germany.
Advised Electra Holdings GmbH in their proposed limited auction leveraged buyout of SiTeco
Beleuchtungstechnik GmbH in Germany.
Advised Electra Holdings GmbH in their buyout of Oase-PUMPs Inc in California.
Advised Electra Holdings GmbH in their buyout of specialty chemicals distributor Azelis SA in Germany.
Advised Castle Harlan Inc. (a U.S. buyout fund), on the acquisition of Advance Accessory Systems LLC in Michigan and in connection with the disposal of six business units in Germany.
Advised Bain Capital Ltd. in their buyout of Jack Wolfskin GmbH & Co. KGaA in Germany.
Advised Taylor Francis in the closed auction to acquire BertelsmannSpringer in Germany.
Industry Associations / Committees and Contributions
From 2014 to 2016, Wayne was a participating member of the Petroleum Services Association of Canada committee that was mandated to develop and strategize on the providing of standard contract terms to the Canadian Association of Petroleum Producers for upstream energy sector supply agreements.
Between 2010 to 2016, Wayne was an active member of the Institutional Limited Partners Association (“ILPA”) which provides advisory oversight to trusted financial stewards who direct critical capital into investments on behalf of their beneficiaries which include teachers, firefighters, police officers, universities, charities, and insurance policyholders. Wayne was previously also a contributing member of the ILPA between 2002 and 2006.
In 2003, Wayne was appointed as arbitrator for the prestigious annual Willem C. Vis International Commercial Arbitration Moot Court in Vienna, Austria. The moot is sponsored by the United Nations Commission onI nternational Trade Law (UNCITRAL).
In 2003, Wayne was also a participating member of the ISDA (International Securities and Derivatives Association) Documentation Committee which is comprised of industry participants from around the world to draft, review and publish revisions to existing ISDA documentation as well as the development of new documentation to facilitate compliance with regulatory requirements.
Wayne also contributed to the 2008 edition of the World Bank Doing Business project which provided objective measures of business regulations in 189 economies and selected cities. The report identified over 200 reforms between April 2006 and June 2007 that made it easier to do business in 98 economies.