projects

McMillan is a market leader in project finance, alternative financing and procurement and public-private partnerships (P3's). Our Projects group advises both public sector and private sector participants across Canada in a broad spectrum of arrangements where services or infrastructure traditionally provided by the public sector are instead provided in whole or in part by the private sector. Our team includes professionals with an unparalleled level of experience in negotiating and closing project-based transactions for public infrastructure.

We have in depth sector experience in health, transportation, waste and water, power, utilities and defence, as well as other types of social infrastructure such as courthouses and recreation facilities.

Our Projects group brings together individuals from a wide variety of practice areas. With core expertise drawn from our Debt Products and our Construction Law professionals, our Projects team is able to comprehensively advise both project sponsors and lenders on the financeability concerns inherent in P3 and other project finance structures. Together with other experts within our firm, including our Public Policy and Government Relations group and our Corporate group, we provide complete advice on all aspects of the public private partnership, the procurement process, the structure and financing of the partnership, as well as Tax, Real Estate, Municipal, Labour, Competition and Environmental issues.

We have acted on transactions involving all types of public infrastructure arrangements including privatizations , outsourcing arrangements, public-private partnerships, concessions, leases and alternative financing structures. We have a high degree of experience on diverse P3 models ranging from the short term Build-Finance model to longer term Design-Build-Finance-Operate-Manage (DBFOM) arrangements.

Members of our group regularly speak at conferences relating to public-private partnership issues. We are a member of the Canadian Council for Public-Private Partnerships. We have been a sponsor of the National Council for Public-Private Partnerships based in Washington, D.C. and have had representation on the Board of Directors of The National Council.

Our services are custom tailored to each stage of a project:

• Procurement Process and RFP Development. We have a strong understanding of the RFP Process, RFQ Process and procurement procedures, and have significant experience in advising on competition-related issues.

• Bid Review & Proposal Submission. We advise on bid strategy, term sheet development, financing and bonding alternatives, technical advisor reports and regulatory, tax and environmental issues. We provide candid assessments of the legal risks of our clients and identify ways to manage those risks. 

• Negotiation of Project Documents. We are experienced in drafting and negotiating a wide variety of documents, including project agreements, construction and drop down subcontracts, interface agreements, direct agreements, debt financing and security documentation, equity contribution and support documentation, and intercreditor documentation. Our lawyers possess extensive expertise in addressing relevant labour relations, health and safety and environmental issues.

• Preferred Proponent Stage. We provide all the necessary due diligence services, including reviews of security registration, title documentation, required opinions and insurance policies, and also provide advice with respect to public markets regulatory compliance issues and competition issues. We have a high level of expertise in negotiating final project agreements through the stage of Commercial Close.

• Financial Close. We provide advice on the financeability concerns inherent in infrastructure projects, and our lawyers are well-established to assist our clients in structuring lending documents and coordinating drawdown of funds, refinancings and amendments and waivers.

• Building and Operations Phase. We provide comprehensive legal advice with respect to construction and implementation, managing the construction process, including change orders and change directions and project alterations, and provide on-going advice once a transaction closes. We assist clients in effectively managing the concessionary agreement over the life of the project.

Recent Matters

The following is a representative sampling of some of the projects that we have been involved in:
 
Health 

St. Joseph's Regional Mental Health Care Project – Counsel to Integrated Team Solutions, the successful private sector bidder, in connection with a $830.5 million project to design, build, finance and maintain two new mental health care facilities in London and St. Thomas, Ontario.

Mental Health Centre Penetanguishene – Counsel to Integrated Team Solutions, the successful private sector bidder, in connection with a $474 million project to design, build, finance and maintain a new, state-of-the-art forensic mental health facility in Penetanguishene, Ontario.

McGill University Health Centre Project – Counsel to the bond underwriters in connection with a $764 million long-term senior secured bond issuance to partially finance the MUHC new Glen Campus in downtown Montréal as part of a 34 year public private partnership.

KGH Interior Heart and Surgical Centre  – Representing a private sector bidder in connection with its proposal to design, build, finance and maintain the a new Interior Heart and Surgical Centre in British Columbia.

London Health Sciences Centre and St. Joseph's Health Care, London – Counsel to EllisDon Corporation, the successful private sector bidder, in connection with two redevelopment projects valued at $211.8 million and $49.2 million respectively.

Humber River Regional Hospital Project  – Counsel to a consortium in connection with its response to Infrastructure Ontario's RFP for the building and financing of the Humber River Regional Hospital Project.

Restigouche Hospital  – Counsel to the lenders to a private sector bidder in connection with its proposal to design, build, finance and maintain the New Restigouche Hospital Centre Project in New Brunswick.

New Oakville Hospital  – Representing a private sector bidder in connection with its proposal to design, build, finance and maintain the New Oakville Hospital in Halton, Ontario.

Windsor Regional Hospital Project  – Counsel to a consortium in connection with its response to the Ontario government's RFP for the building and financing of the Windsor Regional Hospital Project.

Woodstock General Hospital – Counsel to Integrated Team Solutions, the successful private sector consortium in connection with a $685 million project for the building, financing and maintenance of the new Woodstock General Hospital.

Kelowna General Hospital and Vernon Jubilee Hospital – Represented the mandated lead arrangers and lenders, Royal Bank of Canada and Dexia Crédit Local S.A. in respect of the $435 million design, building, financing and maintenance project for new facilities at Kelowna General Hospital and Vernon Jubilee Hospital in British Columbia by Infusion Health, the successful private sector consortium.

Sault Area Hospital – Represented CIT Financial Ltd. and a syndicate of financial institutions in connection with the building, financing and delivery of certain services for the $408 million new Sault Area Hospital project. 
 
Lakeridge Health – Counsel to Aecon Buildings as the successful private sector proponent in respect of the $91.5 million redevelopment at Lakeridge Health's Oshawa site by renovating and bringing into use the six in-patient floors above the Durham Regional Cancer Centre.

Henderson General Hospital – Counsel to EllisDon Corporation as the successful private sector bidder in connection with the $259.2 million building and financing of the Henderson General Hospital Redevelopment Project in Hamilton, Ontario.

Bluewater Health Capital Redevelopment Project – Represented EllisDon Corporation, the successful private sector bidder, in connection with the $214 million building and financing of the Bluewater Health Capital Redevelopment Project in Sarnia, Ontario.

Sudbury Regional Hospital – Represented the financiers in connection with the building and financing of the consolidation of services at Sudbury Regional Hospital by EllisDon Corporation.

William Osler Health Centre – Represented CIT Group Securities (Canada) Inc., as arranger, and a syndicate of financial institutions in connection with the financing of the design and construction of a new 608-bed hospital for William Osler Health Centre. This was the first major acute care hospital PPP project in Canada to reach financial close.

Rouge Valley Ajax and Pickering Hospital Phase I – Represented Aecon Group Inc., the successful private sector bidder, in connection with the $94 million building and financing of the Rouge Valley Ajax Pickering Hospital Phase I Redevelopment Project in Ontario.

Trillium Health Centre – Counsel to the financiers in respect of the building and financing of a new west wing for the Trillium Health Centre in Mississauga, Ontario by EllisDon Corporation.

Women's College Hospital - Representing a private sector consortium in connection with its proposal to design, build, finance and maintain the new Women's College Hospital in Ontario.

Fort St. John Hospital - Counsel to the lenders to a bidding consortium in respect of its response to an RFP from Partnerships BC for the design, building, financing and maintenance of the Fort St. John Hospital, British Columbia.

CAMH - Counsel to a bidding consortium in connection with its response to Infrastructure Ontario's RFP in connection with the design, building, financing and maintenance of the redevelopment of the Centre for Addiction and Mental Health in Toronto.

Montreal University Hospital – Counsel to a primary contractor in respect of a consortium's response to an RFP from the Province of Quebec for the design, building, funding, operating and maintenance of a new medical research centre in Quebec.

Royal Victoria Hospital – Counsel in repsect of a consortium's response to an RFP from Infrastructure Ontario for the Royal Victoria Hospital's Phase 1 Expansion Project in Barrie, Ontario.

St. Catharines Hospital – Counsel in respect of a consortium's response to a RFP from Infrastructure Ontario for the building, financing and provision of services at the St. Catharines Hospital.

Royal Jubilee Patient Care Centre – Counsel to one of the members of a bidding consortium in respect of its response to a RFP from Partnerships BC for the design, building, financing and maintenance of new facilities at Royal Jubilee Patient Care Centre in British Columbia.

Toronto Rehabilitation Institute – Counsel to a bidding consortium in connection with its response to the Ontario government's RFP for the building and financing of renovations to the Toronto Rehabilitation Institute.

North Bay Regional Health Centre – Lenders' counsel to a consortium in connection with its response to the Ontario government's RFP for the building, financing and delivery of certain services at the new North Bay Regional Health Centre.

Credit Valley Hospital – Counsel to a bidding consortium in connection with its response to the Ontario government's RFP for the building and financing of the Phase Two expansion to Credit Valley Hospital.

Surrey Outpatient Facility – Acted as lenders' counsel for a bidding consortium in respect of its response to a RFP from Partnerships BC for the design, building, financing and maintenance of a new outpatient facility in Surrey, British Columbia.

Runnymede Healthcare Centre – Represented a bidding consortium in connection with its response to Ontario government's RFP for the Runnymede Healthcare Centre in Toronto.

Muskoka Long Term Care Facility – Represented The District Municipality of Muskoka with respect to the operation and management by the private sector of a long term care facility.

Hamilton General Hospital – Represented a bidding consortium in connection with its response to the Ontario government's RFP for the Hamilton General Hospital Redevelopment Project.

Quinte Health Care Belleville General – Represented the lenders to a private sector consortium in connection with its response to a RFP for the building and financing of the Quinte Health Care Belleville General Hospital Redevelopment Project.

Transportation 

Air Rail Link Spur Project - Counsel to AirLINX Transit Partners Inc., the successful private sector consortium in connection with the design, construction and financing of the three-kilometre "spur line" for the Air Rail Link service from Toronto's Union Station and a new passenger station at Toronto Pearson International Airport.

Evergreen Line - Lenders' counsel to a consortium in connection with its response to Partnerships BC's RFP for the $1.42 billion project for the design, build, finance and operation of the Evergreen Line in British Columbia.

Highway 407 East - Lenders' counsel to a consortium in connection with its response to Infrastructure Ontario's RFP for the design, build, finance and operation of the Highway 407 East Extension in Ontario.

Island Airport Tunnel - Counsel to a consortium in connection with its response to the Toronto Port Authority's RFP for the design, build, finance and operation of a Tunnel to the Billy Bishop Airport in Toronto, Ontario

Windsor Essex Parkway - Lenders' counsel to a consortium in connection with its response to Infrastructure Ontario's RFP for the design, build, finance and operation of the Windsor Essex Parkway Project in Ontario.

Northwest Anthony Henday Drive – Represented DEPFA BANK plc, Dexia Credit Local S.A. and Fortis Bank S.A./N/V/ in connection with the design, build, financing and operation of Northwest Anthony Henday Drive, the northwest leg of the ring road for the City of Edmonton, Alberta.

Calgary Ring Road – Represented a syndicate of financial institutions in connection with the financing of the $650 million design, construction, and operation of the northeast leg of the Calgary Ring Road by a private sector consortium led by Bilfinger Berger BOT Inc.

South Fraser Perimeter Road – Lenders' counsel to a consortium in connection with its response to Partnerships BC's RFQ for the design, build, finance and operation of the South Fraser Perimeter road project in Vancouver, British Columbia.

Disraeli Bridge - Lenders' counsel to a consortium in connection with its response to the City of Winnipeg's RFP for the design, build, finance and operation of the Disraeli Bridges Project in Winnipeg, Manitoba.
 
Southeast Calgary Ring Road - Representing the lenders to a consortium in connection with a response to the Government of Alberta's RFP for the design, build, finance and operation of the Southeast Leg of the Calgary Ring Road.

Port Mann/Highway 1 – Lenders' counsel to a consortium in connection with its response to the British Columbia government's RFP for the design, build, finance and operation of the Port Mann/Highway 1 toll road project in Vancouver, British Columbia.

Anthony Henday Drive Southeast – Acted on behalf of a consortium member in respect of the design, build, finance and operation of the Anthony Henday Drive Southeast Leg Ring Road in Edmonton, Alberta.

Ottawa Light Rail – Advised the Canadian parties involved in the proposed financing of the Maintenance Centre for the Light Rail Transit Project in Ottawa.

Highway 407 – Represented one of the two consortiums the Ministry of Transportation of Ontario invited to respond to a RFP for the Highway 407 toll road.

Port of Oshawa – Acted for Transport Canada in connection with the commercialization of the Port of Oshawa.

Toronto Terminal Railway – Advised the Ontario government with respect to the proposed purchase of the Toronto Terminal Railway (including Union Station and the railway operations between the Bayview extension and Bathurst Street), which involved complex lease agreements between the Province and CN/CP and between the Province and the City of Toronto.

Airline Industry/Post-Privatization – Advised a Canadian national airline respecting post-privatization competition issues.
 
Pearson Terminal 3 – Represented project engineers and architects for the construction and design of Terminal 3 at Lester B. Pearson International Airport, Toronto.

St. Lawrence Seaway – Represented a consortium of users of the St. Lawrence Seaway System (ship-owners, grain and steel companies) in the commercialization of the St. Lawrence Seaway by assuming its management and operation.

Social Infrastructure 

Surrey Pretrial Services Centre Expansion Project - Counsel to a member of a private sector consortium in connection with its response to the RFP from Partnerships BC to design, build, finance and maintain a high-security, state-of-the-art 180-cell expansion to the existing Surrey Pretrial Services Centre in British Columbia.

Alberta Schools III - Counsel to the lenders in connection with the third Alberta Schools Project to design, build, finance and maintain new schools in Alberta.

Toronto 2015 Pan/Parapan American Athletes' Village Project - Representing a private sector consortium in connection with its proposal to design, build and finance the Toronto 2015 Pan/Parapan American Athletes' Village.

90 Elgin Street Redevelopment Project - Represented a private sector consortium in connection with its proposal to design, build, finance and maintain the new 90 Elgin Street federal building.

St. Thomas Courthouse - Counsel to a private sector consortium in connection with its response to the RFP from Infrastructure Ontario to design, build, finance and maintain the new St. Thomas Courthouse in Ontario.

Alberta Schools II - Counsel to the lenders in connection with the second Alberta Schools Project to design, build, finance and maintain 10 new schools in the Edmonton and Calgary regions.

Waterloo Region Consolidated Courthouse - Counsel to Integrated Team Solutions, the successful private sector bidder,  in connection with an approximately $379 million project involving a new consolidated courthouse facility in Kitchener, Ontario.

Toronto South Detention Centre - Counsel to Integrated Team Solutions, the successful private sector bidder,  in connection with an approximately $593 million project involving a new detention centre facility in Toronto, Ontario.

OPPM Project – Represented a syndicate of European banks in connection with the financing of the Ontario Provincial Police Modernization Project, a project to design, build, finance and maintain new OPP facilities in 16 communities across Ontario.

Quinte Consolidated Courthouse - Counsel to a member of a private sector consortium in connection with its response to the RFP from Infrastructure Ontario to design, build, finance and maintain the new Quinte Consolidated Courthouse in Ontario.

Thunder Bay Courthouse - Represented a private sector consortium in connection with its proposal to design, build, finance and maintain the new Thunder Bay Consolidated Courthouse in Ontario.

Southwest Detention Centre - Represented a private sector consortium in connection with its proposal to design, build, finance and maintain the new Southwest Detention Centre in Ontario.

Roy McMurtry Youth Centre – Counsel to CIT Financial Ltd. and a syndicate of financial institutions in respect of the $93 million building and financing of the Roy McMurtry Youth Centre.

Ontario Archives – Acting on behalf of a consortium member in respect of the design, build, finance and operation of the Archives of Ontario at York University.

Ontario Service Centres – Counsel to a private sector consortium in respect of a project to design, build, finance and operate 23 service centres across the corridors of Highway 400 and 401.

Forensic Services and Coroner's Complex - Counsel to a private sector consortium in connection with its response to a request for proposals for the design, build, finance and operation of the Forensic Services and Coroner's Complex in Ontario.

Alberta Schools I – Lender's counsel in connection with a private sector consortium's bid to design, build, finance and maintain 18 new schools in Calgary and Edmonton, Alberta.

Moncton Law Courts – Lender's counsel in connection with a private sector consortium's bid to design, build, finance and maintain new law courts in Moncton, New Brunswick.

MGS Data Centre – Lenders' counsel in connection with a private sector consortium's bid to design, build, finance and maintain the Ministry of Government Services New Data Centre Data Centre in Guelph.

Durham Consolidated Courthouse – Acting as lenders' counsel to a private sector consortium in connection with its response to the Ontario Infrastructure Projects Corporation RFP for the design, build, finance and operation of the Durham Consolidated Courthouse in Oshawa, Ontario.

Brampton Sportsplex – Represented a consortium with respect to the development of a sportsplex in Brampton.

Polaris – Represented a consortium of Ontario surveying companies with respect to the Polaris electronic land titles registration system in Ontario.

City of Montreal – Represented private interests in the development and management of Montréal's Cité du commerce éléctronique.

Vaughan Sportsplex – Represented the City of Vaughan in connection with the development of a new sportsplex.

Toronto Waterfront Revitalization Corporation – Involved in the creation and continuation by statute of the and providing comprehensive legal services including the development of procurement documentation and RFP procedures; advice concerning access to information requirements; governance procedures; ethics standards; intergovernmental relations and employment and consulting agreements.

Defense

Allied Wings – Acted as counsel to Kelowna Flightcraft Ltd., as sole equity sponsor and a key contractor in connection with an approximately $250 million project financing of the Contracted Flying Training and Support Contract by the Government of Canada for the provision of primary flight training services to the Canadian Air Force. The project involved the design and construction of improvements to an existing flight training facility at Southport, Manitoba and the provision of flight training and other base operation services for an approximately 20 year term, at an aggregate contract price over the term in excess of $1 billion.

Energy and Power

Wind Farm - Members of our team act for a major independent wind farm in Nova Scotia

Wind Power - Acted for private developers in connection with the Nova Scotia Power Inc. RFP for a 130MW wind power project.

Oil and Gas Joint Venture - We represented NAL Oil and Gas Trust in the structure, negotiation and drafting of joint venture agreement with a senior industry partner. The arrangement consists of a three year commitment to spend $50 million that provides the opportunity to earn in over 150 sections of freehold and crown acreage; to be extended for up to an additional six years for a potential total commitment of $150 million.

Credit Facilities - Advice to lenders in respect of a Credit Agreement providing a $600,000,000 credit facility to a power generator; loan to an electricity distribution utility from a municipality and the issuance by the electricity distribution utility of redeemable shares; represented a major utility in connection with its CDN$225 million debenture offering and CDN$500 million syndicated bank credit facilities.

Solar Projects - Represented a major US solar power developer, in the structuring and establishment of large commercial/industrial solar projects in Canada, including the development of a tax-based project financing structure.

GTA West RFP - Represented a private sector bidder in connection with the proposed development of a 500+ MW gas-fired power plant on a project finance basis under contract with the Ontario Power Authority.

CES RFP - Represented a private sector bidder in connection with the proposed development of a 600+ MW gas-fired power plant on a project finance basis under contract with the Ministry of Energy.

DSM RFP - Represented the developer of a district energy system with both public and private shareholders in response to an RFP for demand-side management projects issued by the Ministry of Energy.

Standard Offer Program - Acted for the Ontario Power Authority with respect to policy design, qualification criteria and standard form power purchase contracts under the Renewable Energy Standard Offer Program.

Blackstart Generation – Acted for a provider of Blackstart Services in negotiations with the Independent Electricity System Operator.

Landfill Gas Projects – Advised the developer of a proposed landfill gas biomass project in Africa.

Utility M&A - Acted for Electricity distribution companies and their public sector shareholders in reorganization and purchase and sale mandates.

Waste and Water

York Region Water - Represented a consortium participating in the RFP in respect of the long term water supply for York Region.

Wastewater - Representing the lenders to a private sector consortium which has expanded a waste water treatment facility in Ontario.

Recycling Grants - Negotiated recycling grants for private sector recyclers with the Ministry of Environment and Energy.

Halton Region Water - Representing a consortium participating in the RFQ in respect of the long term water supply for Halton Region.

November 2011 seven steps for navigating the environmental assessment process in British Columbia environmental bulletin

January 2011 'Open for Business' spells important changes for condo developers and the construction industry Construction and Commercial Real Estate Bulletin

May 2010 Judicial Review - Another Weapon to Challenge Government Tendering Decisions? Projects and Construction Litigation Bulletin

January 2010 Financing Challenges for P3s After the Credit Crisis Paper, 4th Construction Financing Course

November 2007 OSFI Ruling Creates New Opportunities for Foreign-Based Monoline Insurers Projects Bulletin

March 2007 Calgary Ring Road PPP Reaches Financial Close Projects Bulletin