Carol D. Pennycook


Carol Pennycook is a partner practising in the area of corporate finance and securities and general corporate and commercial law. Her practice includes corporate finance, banking, mergers and acquisitions and corporate reorganization transactions.

Carol has acted as counsel in major complex corporate reorganizations, plans of arrangement and going private transactions, reorganization of companies in connection with proceedings under the Companies' Creditors Arrangement Act, private and public negotiated merger transactions, transactions involving the acquisition of both public and private companies and public-private partnership transactions. A significant portion of Carol's practice involves financing transactions. Carol has acted as counsel to borrowers, arrangers and banking syndicates in numerous project financings, medium and long-term debt offerings in the capital markets by public and private corporations, income trusts and government agencies, domestic and international syndicated bank financings, mortgage backed and other securitized financings, various structured finance transactions and credit and equity derivative transactions. She has been involved in a number of infrastructure financing transactions, including the offering of revenue bonds by the Greater Toronto Airport Authority and by 407 International Inc. and several public-private partnership transactions.

Carol was the Chair of the Advisory Committee appointed by the Government of Ontario to review Ontario's Commodity Futures Act which in 2007 delivered a report on recommendations with respect to regulation of commodities and derivatives markets in Ontario. She also practised with the Corporate Finance Branch of the Ontario Securities Commission during a secondment program in 1984.

Representative Work

  • Recently led the successful restructuring of Apex Trust and Sitka Trust, issuers of over $2 billion of asset backed commercial paper.
  • Represented the underwriters in public and private placements of debentures and medium term notes by numerous issuers including:
    • 407 International Inc.;
    • Greater Toronto Airport Authority;
    • Ottawa International Airport Authority;
    • Vancouver International Airport Authority;
    • Canada Housing Trust (guaranteed by CMHC).
  • Represented a syndicate of lenders in a US$1 billion multi-currency asset-based revolving credit facility.
    Represented Fortis Inc. in establishment of operating and acquisition facilities.
  • Represented Nord/LB in financing of a solar energy development.
  • Acted for Trizec Canada Inc. and Trizec Properties, Inc. as they were acquired by Brookfield Properties Corporation in a transaction valued at US$8.9 billion.Represented Ontario Strategic Infrastructure Financing Authority (OSIFA) as it completed its CDN$650 million inaugural offering of Infrastructure Renewal Bonds (IRBs) and its successor, Infrastructure Ontario, in subsequent offerings.


  • Recognized in the areas of banking, corporate & commercial, corporate finance & securities, derivative structures and project finance in the Canadian Legal LEXPERT Directory.
  • Cited in IFLR 1000's Guide to the World's Leading Financial Law Firms as a leading lawyer and key contact in both banking and project finance.
  • Cited for the past six years in Chambers Global's The World's Leading Lawyers for Business as a leading practitioner in banking & finance and Projects: PPP and is regarded as "an exceptional multidisciplinary banking lawyer: extremely knowledgeable, pragmatic and fantastic at protecting her clients' interests and seeking the effective middle ground".
  • Recommended in PLC Which Lawyer? in the area of banking and finance.
  • Listed in Euromoney Legal Group's Guide to the World's Leading Structured Finance Lawyers and Guide to the World's Leading Banking Lawyers.
  • Cited in Who's Who Legal's The International Who's Who of Banking Lawyers and The International Who's Who of Business Lawyers as a leading lawyer in the areas of banking and finanacial institutions, corporate & commercial law, corporate finance and project finance.
  • Cited in LEXPERT/American Lawyer Media's Guide to the Leading 500 Lawyers in Canada as a leading lawyer in the areas of banking and financial institutions, corporate & commercial law, corporate finance and project finance.
  • Received Martindale-Hubbell's highest ranking.

Teaching Engagements

Carol, together with Patricia Olasker, another partner of the firm, coordinates the Advanced Mergers & Acquisitions Business Law Workshop for Osgoode Hall Law School at York University. Carol assited in developing the workshop.

Speaking Engagements

Carol has been a speaker at a number of conferences, most recently speaking on issues relating to project finance and investing and lending by financial institutions.

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