Securities / Corporate Finance / Mergers & Acquisitions

Overview

Our Securities/Corporate Finance/Mergers & Acquisitions team represents a wide variety of clients on all aspects of corporate finance and M&A matters, including:

  • Public and private equity and debt financing, including

    • IPOs

    • Short and long form offerings

    • Private placements

  • Investment fund set-up and governance

  • Public and private M&A, including

    • Plans of arrangement

    • Acquisitions

    • Sales

  • Securities law and stock exchange reporting compliance and disclosure

  • Registrant securities regulatory compliance, registration, and exemption applications

  • Shareholder meetings and proxy battles

  • Private equity investments

  • Stock exchange listings

  • Corporate governance

  • Reorganizations and restructurings

  • Equity compensation arrangements

  • General corporate matters

 

Our clients operate across a broad range of industries, and include publicly traded issuers; unlisted issuers dealing exclusively in the exempt market; and registrants, including portfolio managers, investment fund managers, and exempt market dealers.

Representative Transactions

  • Acted for a forest products company in $55.5 million IPO, including Rule 144A tranche in the United States and TSX listing, and two subsequent debt financings in the United States for US$125 million and US$230 million

  • Acted for a real estate development company in $71 million financing and public offering with TSX listing

  • Acted for a closed-end mutual fund trust with a focus on China-related investments in $30 million IPO with TSX listing

  • Acted for various mining, oil and gas, technology, real estate and other companies listed on the TSX, TSX Venture, and AMEX in numerous other prospectus offerings—including shelf and short form prospectuses— and private placements—including with offering memoranda—in Canada and the United States

  • Acted as counsel to a TSX Venture-listed mining company in a $344 million transaction involving the sale of the mining company by way of plan of arrangement, together with concurrent spin out and TSX Venture listing of the mining company's subsidiary

  • Acted for a TSX and AMEX-listed mining company in a spin out of its French subsidiary by plan of arrangement, coupled with an IPO—including Rule 144A tranche in the United States—and TSX listing of the subsidiary, and in a spin out of its African-based subsidiary by amalgamation with an Ontario company, coupled with private placement and CDN quotation

  • Acted for a number of companies in other corporate reorganizations or business combinations by plan of arrangement under corporate statutes in various jurisdictions

  • Acted for successful bidder in a contested takeover bid of a TSX-listed real estate investment trust with a hotel portfolio of 36 hotels in various provinces of Canada and in Washington state

  • Acted for various resource and technology companies in reverse takeovers of listed companies

  • Acted for various TSX and TSX Venture-listed companies in rights offerings by way of rights offering circular

  • Involved in preparing and filing Form 20-F registration statements/annual reports and Form 10-K annual reports with the U.S. Securities and Exchange Commission for several companies trading in the United States through AMEX, the NASD OTC Bulletin Board or the "pink sheets"

  • Acted as Canadian counsel to a U.S. investment banking firm in connection with a $400 million underwriting of debt

  • Acted as special counsel to a Canadian national investment banking firm acting as financial advisor in a takeover bid, acquisition and disposition transactions

  • Assisted in the structuring and acquisition of mining and mineral exploration properties in Canada, the United States an other parts of the world, including China, Mexico and other Central American countries, South America—in particular, Venezuela, Suriname, Guyana and French Guiana—and countries in Western and Southern Africa