 Bennett Jones Education University of Alberta, BA (Hons.), 1980, with First Class Honours University of Toronto, LLB, 1985 York University (Osgoode Hall Law School), LLM, 2009 Bar Admissions Ontario, 1987 Susan G. Seller provides deep and wide-ranging expertise that helps clients navigate the often complex environment that is pensions and benefits. Overview Susan is a partner in the firm’s pension and benefits practice. Susan advises both public and private companies and other organizations on issues relating to plan governance, administration and compliance, pension fund investment and fiduciary duties. She also advises on pension and benefit issues arising in corporate transactions as well as insolvencies and restructurings. Susan assists with executive compensation matters and supplementary retirement plans, and advises clients on a full range of employee benefit issues arising in the general employment law and unionized context. She also advises clients on pension plan wind ups and conversions, pension asset transfers and surplus payments, and regularly counsels pension committees and boards with respect to pension governance matters. In addition to her practice, Susan regularly writes and speaks on pension and employee benefit topics, and is the author of both the Halsbury's Laws of Canada volume on pensions and the Ontario Pension Law Handbook, Second edition. She has served on the teaching faculty of The Osgoode Certificate Program in Pension Law and The Directors College on pension governance issues. In addition, she completed her part-time LL.M. (Labour and Employment) at Osgoode Hall Law School. Susan has been a member of the Executive of the Canadian Bar Association's National Pension and Benefits Law Section and was actively involved in submissions on legislative reform in the pension area. Her other professional memberships include the Association of Canadian Pension Management, the Pension and Benefits Section of the Ontario Bar Association and the Canadian Pension Benefits Institute. Prior to joining Bennett Jones, she led the pension practice at the Toronto office of an international law firm and was also previously with a major Canadian benefits consulting firm. Select Experience • The lead arrangers and the lending syndicate of a US$2.55-billion term facility and US$600-million revolving credit facility to support the US$6.3-billion sale of Nuvei • Employment Hero Holdings, as Canadian counsel, in its acquisition of Humi Holdings, valued at over C$100 million • MustGrow Biologics in its acquisition of NexusBioAg, which provides crop nutrition solutions, including micronutrients, nitrogen stabilizers, biostimulants, and foliar products, from Univar Solutions Canada • LSI Industries (Nasdaq; LYTS), a manufacturer of commercial lighting and display solutions, in its acquisition of Canada’s Best Store Fixtures, a provider of retail fixtures and custom store design solutions for grocery, quick service restaurant, c-store, banking and specialty retail environments • Discovery Silver Corp in its $425-million acquisition of Newmont Corporation interest in its Porcupine Operations • Magna Mining in entering into a definitive share purchase agreement with a subsidiary of KGHM International • Recognize Partners, as Canadian counsel, in its acquisition of Blue Mantis and its subsidiaries in the US, Canada, and India, from ABRY Partners • Acted as Canadian legal counsel to Lynx Software Technologies, a portfolio company of OceanSound Partners, in connection with the acquisition of Core Avionics & Industrial • Osisko Mining in its approximately C$2-billion sale to Gold Fields. • Ronin Equity Partners, LLC in its acquisition of Minus Forty Corporation and QBD Inc., leaders in the manufacture and distribution of freezers, coolers and refrigerated merchandising products. • Represented Decarbonization Plus Acquisition Corporation IV, a special purpose acquisition company, in connection with its C$1.39 billion business combination with Hammerhead Resources Inc. by way of a plan of arrangement, to form Hammerhead Energy Inc., a Canadian oil and gas exploration and production company dually-listed on the TSX and Nasdaq. • Storytel, a Swedish audiobook and e-book streaming services provider, in its acquisition of Audiobooks.com from KKR. • PowerSchool in its acquisition of Chalk.com Education. • Lineage Logistics, an international refrigerated warehousing and storage company owned by Bay Grove Capital, on its acquisition of VersaCold Logistics Services, a Canadian refrigerated warehousing company with fully integrated logistics capabilities, from Torquest Partners, The Investment Management Corporation of Ontario and OPTrust. • CF Acquisition Corp. VI, a special purpose acquisition company (SPAC) sponsored by Cantor Fitzgerald, as Canadian counsel on its business combination with Rumble Inc., a high growth neutral video distribution platform with an international user/subscriber base, valued at an initial enterprise value of US$2.1-billion. • Datasite LLC, a portfolio company of CapVest Partners LLP, in its acquisition of Firmex Inc., a leading virtual data room and subscription file-sharing provider. • The Watermill Group, in its acquisition of Weston Forest Products Inc., a leading distributor and remanufacturer of softwood and hardwood lumber and specialty panel products across North America. • Bird Construction Inc., in its $96.5-million merger with Stuart Olson Inc. • Riverstone Holdings LLC, as Canadian counsel, in its acquisition of International-Matex Tank Terminals from Macquarie Infrastructure Corporation for US$2.67 billion. • Nippon Steel Corporation in its $1.15-billion investment in Elk Valley Resources Ltd., a steelmaking coal business to be spun-out as an independent public company from Teck Resources Ltd. • Stone Canyon Industries Holdings LLC and Kissner Group Holdings, as Canadian counsel, in their US$3.2-billion agreement to acquire K+S Aktiengesellschaft's North and South American salt business, including Morton Salt and Windsor Salt. • True Wind Capital and its portfolio company, Transflo, in Transflo's approximately $20-million acquisition of Microdea, a document management software company in the transportation and logistics sector. • Canadian Utilities Limited, an ATCO company, in the sale of its entire Canadian fossil fuel-based electricity generation portfolio for approximately $835 million, which was completed in three stages, through the sale of its interest in the Cory project in Saskatchewan to SaskPower International Inc., a sale of its interest in the Brighton Beach project in Ontario to Ontario Power Generation Inc., and a sale of the balance of the applicable generation assets through a sale of its equity interest in ATCO Power Canada Ltd. to Heartland Generation Ltd., an affiliate of Energy Capital Partners. • Diversified, in its acquisition of the business of Advanced Presentation Products. • 1908 GP Inc., in the formation of 1908 LP and the formation and capitalization of POI Holdings LP by a syndicate of private Canadian investors led by Cody Church, on behalf of Clear North Capital, together with a team that included Rakesh Saraf (formerly of ATRF) and Kenny Albert (formerly of Kilmer Capital), and the acquisition of a majority interest in the business of POI Business Interiors Inc., a provider of workspace environment solutions and a Steelcase distributer in Ontario. • Wilbur-Ellis Holdings II, Inc., in its acquisition of Nachurs Alpine Solutions. • Devon Canada Corporation and Devon Canada Crude Marketing Corporation, in their approx. $3.8-billion sale of substantially all of their assets to Canadian Natural Resources Limited. • Broadridge Financial Solutions, Inc., in its approximately US$300-million acquisition of RPM Technologies. • Clover Leaf Holding Company and Connors Bros. Clover Leaf Seafoods Company, affiliates of Bumble Bee Foods, in the US$925-million sale of substantially all of their assets to FCF Co., Ltd. (Pensions) • Kissner Group Holdings LP, completed its acquisition of NSC Minerals Ltd., a market-leading provider of salt products in Western Canada and the North Central United States, from an investor group led by Altas Partners. (Pensions) • Canadian counsel to Conagra Brands, Inc. in its $10-9 billion acquisition of Pinnacle Foods Inc. • Longview Aviation Capital Corp., in its acquisition of the Dash 8 program from Bombardier Inc. • Klondex Mines Ltd., in its US$462-million acquisition by Hecla Mining Company pursuant to a Plan of Arrangement. • The Board of Directors of Sears Canada, in Sears' CCAA proceedings, one of the largest court-supervised liquidations in Canadian history. • Schlumberger Production Management, on the purchase of the Palliser Block assets in Alberta from Cenovus Energy Inc. for cash consideration of $1.3 billion. • Canadian Natural Resources Limited, in completing C$12.74-billion acquisition of a 70 percent working interest in the Athabasca Oil Sands Project and other oil sands assets. • Cenovus Energy Inc., in its $17.7-billion acquisition of ConocoPhillips’ Deep Basin conventional assets in Alberta and British Columbia and 50% interest in the FCCL Partnership • Northern Transportation Company Ltd., counsel for the CCAA debtors • Stantec Inc., in its $1.25 billion credit facilities to finance, in part, the successful acquisition of MWH Global, Inc. for approximately US$793 million. • Waste Connections, Inc., in an approximately $13 billion merger with Progressive Waste Solutions Ltd. • Precision Castparts Corp., in its US$560 million acquisition of Noranco from MidOcean Partners and PSP Investments. • Extendicare Inc., a leading provider of care and services for seniors throughout Canada, in the $83 million acquisition of the home health business of Revera Inc. • Newalta Corporation, in the sale of its Industrial Division to Revolution Acquisition LP, a company formed by Birch Hill Equity Partners, for cash proceeds of $300 million. • Repsol S.A., in the proposed $15.1 billion acquisition of Talisman Energy Inc. • Canadian counsel to Regal Beloit Corporation, in the US$1.44 billion world-wide acquisition of the Power Transmission Solutions business (“PTS”) of Emerson Electric Co. • Harvest Operations Corp., in the sale of its subsidiary North Atlantic Refining Limited (NARL) to SilverRange Financial Partners LLC. The sale includes NARL's Canadian refining and marketing businesses in Newfoundland. • ATCO Ltd., in the disposition of ATCO I-Tek Inc. and ATCO's Australian IT operations to affiliates of Wipro Ltd. ("Wipro") for aggregate sale proceeds of approximately $210 million. • Darling International Inc., in its acquisition of all the assets of Rothsay, a division of Maple Leaf Foods Inc., for approximately $645 million. • Glencore International, in its acquisition of all the outstanding shares of Viterra for approximately $6.1 billion by way of a plan of arrangement and the sale of certain assets of Viterra to each of Agrium and Richardson International for aggregate proceeds of approximately $2.6 billion. • Flint Energy Services, in its acquisition by URS Corp for $1.25 billion pursuant to a plan of arrangement. • The Sterling Group, in its acquisition of the Liqui-Box Corporation ("Liqui-Box") from DuPont. • Meridian Credit Union, in its merger with Desjardins Credit Union to create Ontario's largest credit union with 263,000 members and $8 billion in assets under management. • CUNA Mutual Group, in its acquisition by Co-operators Life Insurance and Central 1 Credit Union. • The committee of first lien and second lien secured creditors, in the US$1.5 billion restructuring of Gateway Casinos & Entertainment Limited by way of a plan of arrangement. |