Rachel Hamilton K.C.

Partner

Emailr.hamilton@ca.dlapiper.com

About

Areas of FocusEnergy and Natural Resources Financial Services Life Sciences Employment Technology Corporate Mergers and Acquisitions Real Estate Construction and Engineering

Bar admissionsAlberta, 2000Ontario, 2019

EXPERIENCE

Advised and assisted the Plan Sponsor in the winding-up, and associated annuity buy-in and buy-out purchase transactions, of the defined benefit portion of their employee pension plan, including:
– Negotiated along with the Plan’s actuary the pension-risk transfer (buy-in annuities) with insurance companies, including the review, revision and drafting of annuity purchase contracts;
– Assisted and advised the Plan Sponsor in the navigation of the regulatory scheme, including pension and tax legislation, with respect to the wind-up of the defined benefit portion of the Pension Plan, and the annuity buy-in and buy-out contracts with multiple insurance companies;
– Assisted Plan Sponsor with all legal steps associated with the wind-up and the annuity contracts (the buy-out) for the members, deferred members and pensioners of the defined benefit portion of the Pension Plan;
– Drafted amendments to the Pension Plan text with respect to the wind up and pension-risk transfer;
– Assisted Plan Sponsor with the post-transaction regulatory components, such as the withdrawal of plan surplus.
Provided governance advice to Pension Plans on matters including governance policies, statements of investment policies and procedures, appeal policies and similar administrative practices and policies.
Reviewed and negotiated buy-in and buy-out annuity contracts in a significant pension de-risking transaction.
Advised Plan Sponsors on restructuring their Private Health Services Plans in order to comply with changes in the Income Tax Act.
Advised Pension plans and other Benefit Plans on investments being considered by those Plans such as private equity funds and other structured investments, in addition to investment management agreements between the Plans and their Investment Managers. Including:
– Advised multi-employer pension plans with respect to several significant investments of approximately $10,000,000 USD in Delaware Limited Partnership Funds, including a Tax-Exempt Fund which was among a four structure group of funds used to accommodate U.S ‎taxable Limited Partners, Canadian Limited Partners and certain Foreign Limited Partners‎;
– Acted for a large Alberta pension plan with respect to an investment in the amount of $50,000,000 in a Canadian real estate fund focusing on a diversified Canadian real estate portfolio;
– Acted for a large Alberta pension plan with respect to an investment in the amount of $30,000,000 in a Canadian Fund (structured as a Limited Partnership) with a focus on pursuing equity and equity-like investments in infrastructure assets in member countries of the Organization for Economic Co-Operation and Development.
Advised CNH Industrial Capital Canada Ltd. and CNH Industrial Canada, Ltd. in connection with the ‎acquisition by 2223890 Alberta Ltd. of Rocky Mountain Dealerships, Canada’s biggest agriculture ‎equipment dealership.
Advised Nippon Paper Industries Co., Ltd., Marubeni Corporation and Daishowa North America Corporation in the $465 million acquisition of Daishowa-Marubeni International Ltd. by Mercer International Inc.
Acted for the Canadian subsidiary of a large, international investment management firm in the sale of a multi-million dollar commercial office building comprised of approximately 140,000 square feet of leasable area.
Acted for a major Canadian bulk transportation company with respect to several acquisitions of mid-sized trucking businesses.
Acted on behalf of an insurance brokerage both as a seller and as a buyer of assets and the related licensing, employment and restrictive covenant considerations.
Acted for the purchaser of assets relating to an airport hangar.
Acted for the Seller in the sale of a multi-million dollar, medical office building comprised of approximately 120,000 square feet of leasable area.
Acted for a US-based lending institution with respect to structuring from a corporate and tax perspective a transaction involving the purchase of land in lieu of foreclosure.
Acted for a Canadian subsidiary of a large international public corporation specializing in technology services with respect to the multi-million dollar acquisition of a Canadian business.
Acted for a European public corporation with respect to establishing a Canadian subsidiary and with respect to the purchase of a Canadian corporation providing transportation and logistics services in Canada.
Acted in the construction, lease, financing and acquisition of a major commercial office development project comprising over 800,000 square feet.
Acted in the construction, lease and acquisition of an approximately 40,000 square foot leading research facility.
Advised on matters respecting the development of a major sporting and entertainment facility including development, lease and ancillary agreements.
Acted for a developer on the development of a 131-unit residential condominium complex in Alberta from the purchase of raw land through to marketing and sale of completed units to individual purchasers.
Completion of a $40 million dollar sale of an Alberta commercial condominium development and subsequent multi-million dollar sale of adjacent lands of behalf of a Receiver.
Acted for the Purchaser in the purchase of numerous multi-million dollar land transactions and financings.
Advised on sale of hotels located in Alberta for major hotel chain.
Acted for the Receiver on the marketing and sale of a multi-million dollar residential condominium development in Alberta.
Acted for the employer in the implementation of and financing for an Employee Share Ownership Plan and ongoing offerings.

Languages

Education

LL.B., University of Alberta, 1999

B.Ed. (with Distinction), University of Alberta, 1996

Awards

Best Lawyers in Canada (Real Estate Law), 2019-2025; (Corporate Law), 2020-2025
The Legal 500 Canada (Real Estate), 2017; (Pensions), 2021
Lexpert Rising Star: Leading Lawyers Under 40 in Canada, 2010

Publications

Doing Business in Alberta
Indalex Decision: Insolvency Law v. Pension Law, Round Three
Rachel is one of the contributing authors to both the O'Brien's Encyclopedia of Forms: Commercial ‎and General, Division I series (Sales chapter) (2018, 2020, 2022 and 2024) and the O'Brien's - ‎Corporations, Division II series (Alberta) (2018 to 2021). These comprehensive collections of forms ‎and precedents are now in their 11th edition.‎

Memberships And Affiliations

Past Co-Chair, Pension & Benefits Subsection, Canadian Bar Association (Alberta Branch)
Member, Business Law Subsection, Canadian Bar Association (Alberta Branch)
Member, Real Property Subsection, Canadian Bar Association (Alberta Branch)
Member, Law Society of Alberta
Member, Canadian Bar Association
Member, Edmonton Bar Association