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, acquisitions and dispositions across a number of industries.

He also advises a number of TSX and TSXV-listed issuers on public and private financing transactions, continuous disclosure requirements, commercial agreements, and provides general counsel services to a number of clients.

Faran has considerable experience in the following areas:

  • negotiating complex purchase and sale transactions, leading capital markets transactions that include issuances of debt and equity on the TSX and the TSXV
  • structuring shareholder and joint venture arrangements
  • drafting limited partnership and shareholder agreements
  • preparing and filing continuous disclosure documents for a number of public companies, overseeing due diligence teams
  • implementing tax reorganizations and negotiating commercial agreements
  • secured lending, project financing and restructuring transactions

Faran also advises boards of directors and special committees on corporate governance matters as well as transactional matters.

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 was recognized as an "Acritas Star" in 2017.

He is also fluent in Hindi and Urdu.

Career & Recognition

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Representative Work

  • 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 First Bauxite Corporation in a non-brokered private placement to Resource Capital Fund V LP, raising a total of $5 million
  • 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
  • Counsel to MB Holding Company of Oman, in connection with its further acquisition of shares of Nautilus Minerals for approximately $16.5 million as standby purchaser for Nautilus Minerals' $40 million rights offering, increasing its total shareholding to approximately 28%
  • 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 Oman-based MB Holding Company LLC in connection with the subscription by its whollyowned subsidiary, Mawarid Offshore Mining Ltd., for additional shares of Nautilus Minerals Inc. for approximately $16.7 million, increasing its shareholding to approximately 16.9%
  • 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 CNRP Mining Inc. in its reverse takeover by Winston Resources Inc.
  • Counsel to First Bauxite Corporation in a non-brokered private placement of units raising a total of $12 million
  • Counsel to CRS Electronics Inc., a developer and manufacturer of LED lighting, with regard to a $8.9 million private placement to CJL Holding Inc. and a related issuance of common share purchase warrants to Parklea Capital Inc.
  • Counsel to a syndicate of agents led by Euro Pacific Canada Inc. on a private placement of flowthrough and non flow-through units by Strike Minerals Inc. for total gross proceeds of approximately $1.7 million
  • Counsel to the underwriters led by Mackie Research Capital Corporation on Castle Resources Inc.'s bought deal private placement offering of common shares and flow-through shares for gross proceeds of $10 million
  • Counsel to Mawarid Mining LLC, a subsidiary of MB Holding Co. LLC, in connection with its 9.98% investment in Nautilus Minerals Inc. for approximately $49 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.
  • Counsel to VenGrowth Funds in connection with the transaction by which Covington Fund II Inc. acquired the assets of New Generation Biotech (Equity) Fund Inc. and The VenGrowth Investment Fund Inc., The VenGrowth II Investment Fund Inc., The VenGrowth III Investment Fund Inc., The VenGrowth Advanced Life Sciences Fund Inc., and The VenGrowth Traditional Industries Fund Inc. for $360 million
  • Counsel to Newport Partners Holdings LP, an indirect wholly owned subsidiary of Tuckamore Capital Management Inc., in connection with the sale of its ownership interest in Baird MacGregor Insurance Brokers LP and Hargraft Schofield LP to Laurio Management Corp.
  • Counsel to a syndicate of underwriters led by Cormark Securities Inc. in connection with a bought deal private placement for Roxgold Inc. for gross proceeds of $7.5 million
  • Counsel to Meridian Credit Union in connection with its merger with Desjardins Credit Union to create Ontario's largest credit union with 263,000 members and $8 billion in assets under management
  • Counsel to an affiliate of Befesa Medio Ambiante, S.A. (a subsidiary of Abengoa, S.A.) in connection with its strategic investment in an electric arc furnace dust recycling plant in Turkey through a joint venture with Silvermet Inc.
  • Counsel to Newport Partners Income Fund, in connection with the sale by its wholly-owned subsidiary, Newport Partners Holding LP, of its interest in the securities of Peerless Garments LP and its general partner, Peerless Garments GP Inc., to ComWest Enterprise Corp. for $22.275 million
  • Counsel to Raleigh Wind Power Partnership and its sponsor, Invenergy Wind North America LLC in connection with its $179,000,000 project financing of the Raleigh Wind Energy Project
  • Counsel to Pet Valu, Inc., in connection with its acquisition by way of plan of arrangement by certain affiliates of Roark Capital Group for approximately $143 million
  • Counsel to the underwriters in connection with a $23 million bought deal offering of common shares by COM DEV International Ltd.