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Corporate Finance & Securities
 
 
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Our Practice
The corporate finance and securities practice group is the largest in our firm with over 90 practitioners in Toronto, Montréal and New York with a particular expertise in cross-border transactions.  We assist Canadian, U.S. and foreign issuers, underwriters, investors and other capital market participants with respect to domestic, cross-border and foreign debt and equity financings and other transactions.

Our group is actively involved in public and private offerings of both debt and equity, including IPOs, secondary offerings, income trusts, REITs, high-yield debt, structured products, derivatives and rights offerings.  We have significant expertise in international and cross-border transactions utilizing the multi-jurisdictional disclosure system (MJDS).

In addition to our transactional work, we assist our public company clients with all of their securities compliance issues, including corporate governance and disclosure obligations, securities regulatory and enforcement matters and internal investigations.  We advise Canadian and foreign investment dealers on their compliance and trading issues with product development and execution issues.  We have significant experience working with public and para-public institutions, creating innovative financing structures and products to address the market and financing restrictions of these institutions.  We are active on industry committees involving securities regulators in Ontario and Québec and frequently interact with securities regulators and stock exchanges which enables us to effectively advise clients of the shifting concerns of regulators and exchanges, thereby facilitating advance consultations and the obtaining of discretionary relief in appropriate circumstances.

Our Clients
Our expertise in corporate finance and securities attracts a wide variety of clients, including:
  • Public and private issuers 
  • Investment bankers 
  • Investment advisors 
  • Underwriters
  • Venture capitalists
  • Hedge funds
  • Boards and committees of directors
  • Securities regulators
Our Work
A small, but representative, sample of corporate finance and securities transactions we have been involved in include:
  • Le Château Inc. and 125387 Canada Inc., a corporation indirectly controlled by Mr. Herschel H. Segal, the principal shareholder of Le Château, announced the closing of a bought deal secondary offering by 125387 of 300,000 Class A Subordinate Voting Shares of Le Château at a price of $63.00 per share, for gross proceeds to 125387 of $18.9 million. Prior to the closing, 125387 converted 300,000 Class B Multiple Voting Shares of Le Château into 300,000 Class A Shares. The offering was made through GMP Securities L.P., as underwriter;
  • MethylGene Inc., a biopharmaceutical company seeking treatment for cancer and infectious diseases, completed a bought deal financing with an underwriting syndicate led by Canaccord Capital Corporation and including Blackmont Capital Inc., Raymond James Ltd. and Clarus Securities Inc.  Pursuant to the deal, MethylGene Inc. agreed to sell 5,500,000 common shares at a price of $3.65 per share, resulting in gross proceeds to MethylGene of approximately CDN$20 million;
  • EdgeStone Capital Partners' acquisition of Stephenson's Rental Services Income Fund in a deal valued at approximately $134 million;
  • CIBC World Markets and RBC Capital Markets in their role as agents to the Ottawa International Airport Authority in its CDN$200 million offering of debt securities;
  • The underwriting syndicate to Canada Housing Trust™ No. 1, a special purpose securitization trust, in the issuance of 4.00% Canada Mortgage Bonds, Series 16 in an aggregate principal amount of $7.7 billion, which were provided with Canada's sovereign guarantee through Canada Mortgage and Housing Corp.;
  • Patheon Inc. in the issuance of US$150 million of convertible preferred shares through a private placement to JLL Partners;
  • BMO Nesbitt Burns Inc. and a syndicate of dealers renewed a $2.5 billion medium-term notes program with Greater Toronto Airports Authority;
  • Tim Hortons Inc. on various matters during the spin off of Tim Hortons by Wendy's;
  • Government of Ontario in the $700 million IPO of Teranet Inc., the Province's electronic land registry system;
  • The underwriting syndicate in the $133 million initial public offering by Gluskin Sheff + Associates;
  • Brascan Corp. completed an equity financing, bridge loan and asset-based facility for the $1.2 billion acquisition of Weyerhaeuser Company Ltd.'s British Columbia coastal business.
Recognition
The group received the highest ranking, ''most frequently recommended'', in the 2008 Canadian Legal LEXPERT Directory and was recognized for offering "tremendous people across the board who manage their files extremely well, generate amazing client loyalty, and cultivate a culture of excellence" in Chambers Global's The World's Leading Lawyers for Business. Members of our group are often called upon to provide counsel in the area of policy development for the Ontario Securities Commission, the Autorité des marchés financiers (Québec), the Securities and Exchange Commission, The Toronto Stock Exchange and the Investment Dealers Association of Canada.

Organizational Leadership
Many of our lawyers also teach or have taught corporate finance and securities regulation courses at leading Canadian law schools and conduct continuing legal education seminars for The Toronto Stock Exchange, The Law Society of Upper Canada, the Canadian Bar Association, the New York Bar Association and others. <%if ("0"=="1") {%>
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