Faran Umar-Khitab

A partner in Gowling WLG's Toronto office, Faran Umar-Khitab has a very active transactional mergers and acquisitions, corporate finance, corporate governance and commercial law practice. He routinely advises institutional investors, private equity funds, venture capital funds and strategic purchasers on complex investments, joint ventures, acquisitions and dispositions across a number of industries.

He also advises issuers on public and private financing transactions, continuous disclosure requirements, and commercial agreements, and provides general counsel services to a number of clients. Faran also advises boards of directors and special committees on corporate governance matters as well as transactional matters.

Faran has considerable experience in the following areas:

  • negotiating complex purchase and sale transactions
  • leading capital markets transactions (including issuances of debt and equity)
  • structuring shareholder, partnership and joint venture arrangements
  • implementing complex cross-border tax structures

Faran serves as a mentor to undergraduate students of the University of Toronto's Rotman Commerce program, and actively volunteers at the University of Toronto. In 2016, Faran received an Arbor Award from the University of Toronto for his volunteer contributions.

Faran has been recognized in Lexpert Special Edition - Canada's Leading Infrastructure Lawyers, Lexpert Special Edition - Canada's Leading Energy Lawyers, Canadian Legal Lexpert Directory and as an "Acritas Star."

Career & Recognition

Filter timeline:
  • Speaker, "Buying and Selling a Business: A Comprehensive Guide" (Topic: The Broker/Lawyer Relationship: How to Work Together), Ontario Bar Association, Sept. 30, 2020.
  • Co-author, "Mergers & Acquisitions Review: Planning a Private M&A Transaction," Who's Who Legal: Canada 2015, Nov. 6, 2015.

Representative Work

  • Counsel to Party City Holdco Inc. in the $174 million sale of the retail business and assets of its Canadian subsidiary, including 65 retail store locations in Canada, to Canadian Tire Corporation, Limited, as well as a long-term wholesale supply agreement in which Party City's wholesale business will provide Canadian Tire with consumer products
  • Counsel to Bombardier Inc. in the sale of its Q Series aircraft program assets to De Havilland Aircraft of Canada Limited (formerly Longview Aircraft Company of Canada Limited), an affiliate of Longview Aviation Capital Corp., for gross proceeds of approximately US$300 million
  • Canadian counsel to Newell Brands Inc. with respect to an internal reorganization and the subsequent divestiture of Process Solutions to an affiliate of One Rock Capital Partners, LLC
  • Counsel to Toronto-based investment firm Gibraltar & Company, Inc. and affiliates which invested in Class B Shares of LXRandCo., Inc., as a result of which Gibraltar and its affiliates beneficially own, or control or direct, directly or indirectly shares, representing 34.5% of the issued and outstanding shares of LXRandCo
  • Counsel to Tree of Life Canada ULC in its acquisition of Numage Trading Inc., a Canadian importer and distributor of Italian specialty foods
  • Counsel to Tree of Life Canada ULC in its acquisition of strategic equity stakes in Bourrie Sales & Marketing Limited, Binner Marketing & Sales Inc., Performance Courtier Alimentaire Inc. and Mitchell Atlantic Food Services Inc.
  • Counsel to a European healthcare equipment and software firm in its cross-border acquisition of a Canadian medical software company
  • Counsel to Toronto-based investment firm Gibraltar & Company in its purchase of Tilley Endurables Inc., the Canadian hat and travel apparel manufacturer, from Hilco Capital
  • Canadian counsel to Newell Brands Inc. with respect to its divestitures of The Waddington Group to Novolex Holdings, LLC and of Rawlings Sporting Goods Company, Inc. to a fund managed by Seidler Equity Partners for gross proceeds of US$2.7 billion
  • Counsel to TITUS Inc., an Ottawa-based provider of data classification and categorization solutions, with respect to the disposition of a controlling stake in the company to Blackstone Tactical Opportunities Fund
  • Counsel to ViXS Systems Inc., a pioneer in media processing, encoding and transcoding solutions, on its acquisition by Pixelworks, Inc., a leading provider of visual processing solutions
  • Canadian counsel to Newell Brands Inc. on its US$240 million sale of its winter sports business to Kohlberg & Company, L.L.C.
  • Canadian counsel to GAL Manufacturing Corp., GAL Canada Elevator Products Corp., Hollister-Whitney Elevator Corp. and affiliated entities (collectively, GAL) on a majority equity investment by Golden Gate Capital
  • Counsel to ViXS Systems Inc. on the sale of its legacy MoCA (Multimedia over Coaxial Alliance) business to MaxLinear, Inc.
  • Canadian counsel to Newell Brands Inc. on its US$1.95 billion sale of its Tools business to Stanley Black & Decker
  • Counsel to a Canadian supplier of materials to the sign industry in the sale of its shares to a US-based distributor of sign supplies
  • Canadian counsel to Blackhawk Network Holdings, Inc. in its US$110 million acquisition of Achievers Corp.
  • Counsel to Canaccord Genuity Corp., financial advisor to the Special Committee of the Board of Directors of GLENTEL, with respect to GLENTEL's $594 million acquisition by BCE Inc., pursuant to a plan of arrangement
  • Canadian counsel to Sterigenics International and private equity firm GTCR in a recapitalization of Sterigenics with an affiliate of Warburg Pincus and GTCR
  • Canadian counsel to US-based Fundtech Corporation, a leading provider of global payments solutions to banks worldwide and a portfolio company of GTCR, in its US$1.25 billion cross-border acquisition by DH Corporation
  • Canadian counsel to XPO Logistics, Inc. on Canadian aspects of its $59 million acquisition of UX Specialized Logistics
  • Canadian counsel to a US-based medical technology company in its cross-border asset acquisition of a privately-held Canada-based medical equipment manufacturer
  • Canadian counsel to Kohlberg Kravis Roberts & Co. LP which, together with its affiliates, acquired a one-third stake in ACCIONA Energía International, the international renewable energy generation business of ACCIONA Energía, for €397 million
  • Counsel to Sterigenics, a portfolio company of GTCR, in its US$826 million cross-border acquisition of Nordion Inc.
  • Counsel to Taurus Drilling Services in its $27.7 million acquisition by Major Drilling Group International Inc.
  • Counsel to Talent Partners on Canadian aspects of the disposition of a majority interest in the company to The Carlyle Group
  • Canadian counsel to Electrical Components International in its acquisition by KPS Capital Partners, LP
  • Counsel to Royal Vopak in its acquisition of Canterm Canadian Terminals Inc. from TransMontaigne Inc.
  • Counsel to Cisco Systems, Inc. on its equity investment in privately-held Bit Stew Systems Inc.
  • Counsel to Ultimate Software Group Inc. in its acquisition of EmployTouch Inc.
  • Canadian counsel to SAP AG of Germany in its cross-border acquisition of hybris based in Switzerland
  • Canadian counsel to LEGACY Supply Chain Services in its US$97 million cross-border acquisition of the supply chain operation division of Vitran Corporation Inc.
  • Co-counsel to YM Biosciences Inc. valued at US$510 million in its cross-border acquisition by Gilead Sciences, Inc.
  • Counsel to TELUS Corporation with respect to a Canadian offering of $500 million principal amount of unsecured 3.35 per cent Notes due May 15, 2023
  • Canadian counsel to Mattamy Group Corporation in a $500 million cross-border offering of high-yield senior unsecured notes
  • Counsel to the immigration law practice of Greenberg Turner in its merger with KPMG Law LLP, making KPMG home to one of Canada's leading global immigration law firms
  • Counsel to XPO Logistics, Inc. in its cross-border acquisition of the freight brokerage operations of Kelron Logistics, Inc. for a cash purchase price of US$8 million
  • Counsel to TELUS Corporation, in connection with its filing of a $2.5 billion MJDS shelf prospectus and $3.3 billion in offerings of notes in Canada and the U.S.