Tom Theodorakis * Partner Vancouver Tel : 604.691.7492 Fax : 604.893.2370 Email : tom.theodorakis@mcmillan.ca * Law Corporation VCard :

Professional Activities

• Leader, Business Law Group, Vancouver office since 2007
• Partner, Vancouver office, since 2007

Tom Theodorakis joined the Vancouver office as an associate in 2005 after practicing with another Vancouver business law firm, and became a partner in January 2007. Tom is a business lawyer and provides practical advice to help clients achieve their goals in a variety of situations including in mergers & acquisitions, corporate, securities, natural resources and commercial law matters.

Tom has extensive corporate and commercial law experience and assists both public and private clients on transactional matters (such as domestic and cross-border acquisitions, divestitures, mergers and amalgamations, public and private financings and corporate and debt restructurings) and on business and commercial matters (such as negotiating and structuring business relationships and agreements and developing and implementing business strategies). He also provides ongoing advice on corporate governance, continuous disclosure and regulatory compliance matters, in particular those related to the forest products sector.

Tom has substantial experience advising clients in the forest products industry, and has been lead counsel for clients in merger & acquisition transactions and related financings and as issuer's and underwriter's counsel in debt and equity offerings.

Special Recognition

• Listed in The Best Lawyers in Canada 2011 and 2012 as a leader in Natural Resources Law.

Memberships

• Vancouver Bar Association
• Washington State Bar Association
• Canadian Bar Association
• British Columbia Bar Association Sections:  Business Law, Forestry Law

Tom has represented clients in the following matters:

• Acted for Primero Mining Corp. (formerly, Mala Noche Resources Corp.) in its proposed merger with Northgate Minerals Corporation.
• Lead counsel for West Fraser Timber Co. Ltd. in its sale of Eurocan pulp and paper mill to KM LNG Operating General Partnership.
• Lead counsel for West Fraser Timber Co. Ltd. in its sale of its Skeena sawmills division to Roc Holdings Ltd.
• Lead counsel for West Fraser Timber Co. Ltd. in its sale of its Eurocan terminal to Rio Tinto Alcan Inc.
• Acted for Primero Mining Corp. in its acquisition of the San Dimas gold-silver mine and associated assets in Mexico from subsidiaries of Goldcorp Inc. for US$510 million and related subscription receipt offering and secured vendor take-back financing with Goldcorp and the settlement of silver streaming agreements with Silver Wheaton.
• Acted for Terrane Metals Corp. in its acquisition by Thompson Creek Metals Company Inc. for approximately $650 million by way of a plan of arrangement.
• Acted for Georgia-Pacific LLC in its purchase of Grant Forest Products Inc.'s oriented strand board facilities at Englehart and Earlton, Ontario and Allendale and Clarendon, South Carolina for approximately US$400 million.
• Lead counsel for West Fraser Timber Co. Ltd. in its acquisition of certain woodland assets from Weyerhaeuser.
• Lead counsel for West Fraser Timber Co. Ltd. in the amendment to its $600 million credit agreement and the related securitization of its Canadian and U.S. assets.
• Acted for Teck Cominco Limited when it completed the acquisition of Global Copper Corp. by way of a plan of arrangement for aggregate proceeds of approximately $415 million.
• Acted for a private developer in its acquisition of a large portfolio of development land in the Greater Vancouver area and the related acquisition financings.
• Acted for West Fraser Timber Co. Ltd. in its acquisition of International Paper Company's U.S. lumber business for US$325 million and new $600 million credit agreement.
• Acted for West Fraser Timber Co. Ltd. in its sale of two BC sawmills to a U.S. acquiror.
• Acted for Mercer International in its acquisition of the Celgar pulp mill in Castlegar, British Columbia for U.S.$225 million and its related cross-border offering of equity securities and U.S. senior notes.
• Acted for Pacifica Papers in its merger with Norske Skog Canada by way of a plan of arrangement to form Catalyst Paper and the related proxy contest.
• Acted for TimberWest Timber Trust to form TimberWest Forest Corporation and the creation and listing of the TimberWest stapled units.
• Acted for BC Tel in its merger with Telus by way of a plan of arrangement to form Telus.
  

Winter 2010 Year in Review: Lessons for Acquirors Securities/M&A Brief Winter 2010 and Mergers, Acquisitions and Joint Ventures 2010 Digital Guide published by Executive View

April 29, 2009 Current Developments in Mergers and Acquisitions Presenter, Lang Michener Continuing Professional Development Seminar