Brooke Jamison

Partner

Brooke Jamison

Brooke Jamison

Partner

“She’s very responsive and client service focused. She is thoughtful and thorough.”
Client – Chambers Global 2015

Brooke partners with her clients to provide comprehensive solutions to complex matters. Clients appreciate her creative and practical approach.

Brooke has significant expertise in fund formation and acts for sponsors of and investors in private equity, venture capital, infrastructure and debt funds. Established and startup funds turn to Brooke for practical advice for, and efficient execution of, their investments, fundraising activities, secondary transactions, compensation and governance arrangements, and restructurings.

Brooke regularly advises clients on acquisitions and dispositions of private companies, including transactions that involve a significant structuring component to achieve specific tax or commercial objectives. She also regularly provides practical advice and guidance regarding public offerings of complex structured products.

Brooke is on the board of directors of Shakespearience Performing Arts.

Brooke Jamison

Partner

“She’s very responsive and client service focused. She is thoughtful and thorough.”
Client – Chambers Global 2015

Brooke partners with her clients to provide comprehensive solutions to complex matters. Clients appreciate her creative and practical approach.

Brooke has significant expertise in fund formation and acts for sponsors of and investors in private equity, venture capital, infrastructure and debt funds. Established and startup funds turn to Brooke for practical advice for, and efficient execution of, their investments, fundraising activities, secondary transactions, compensation and governance arrangements, and restructurings.

Brooke regularly advises clients on acquisitions and dispositions of private companies, including transactions that involve a significant structuring component to achieve specific tax or commercial objectives. She also regularly provides practical advice and guidance regarding public offerings of complex structured products.

Brooke is on the board of directors of Shakespearience Performing Arts.

Business Development Bank of Canada

Acting for Business Development Bank of Canada in connection with the Government of Canada's Venture Capital Catalyst Initiative, which involves the formation of certain venture capital fund-of-funds. Teralys Capital Innovation Fund, Northleaf Venture Catalyst Fund II and Kensington Venture Fund II, three of the five venture capital fund-of-funds established under the VCCI program, had their initial closings in 2018.

Canadian Business Growth Fund

Acted for Canadian Business Growth Fund in its investment in Lift Auto Group, a British Columbia-based company and a consolidator of automotive collision repair centres. This is the first investment by the Canadian Business Growth Fund since its inception.

Canadian Business Growth Fund

Acted as lead counsel to Canadian Business Growth Fund on the launch of its fund to drive expansion and growth of mid-market Canadian businesses.

Royal Bank of Canada

Acted for Royal Bank of Canada in the establishment of its $7-billion senior note program in 2018, and ongoing representation of Royal Bank of Canada in takedowns of structured products under its senior note program.

Apollo Global Management, LLC

Acted as Canadian counsel to Apollo Global Management, LLC in its $305-million acquisition of the Qdoba restaurant franchise from Jack in the Box Inc.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its acquisition and related financing of Avena Foods Limited, a leading supplier of gluten-free oats to the North American market.

500 Startups

Acted for 500 Startups in the formation of its first Canadian venture capital seed fund.

Sprott Resource Lending Corp.

Acted for Sprott Resource Lending Corp. in connection with the formation of Sprott Private Resource Lending, LP., a private credit fund focused on lending to resource companies. 

InstarAGF Asset Management Inc.

Acted for InstarAGF Asset Management Inc. in connection with the formation of InstarAGF Essential Infrastructure Fund with total equity capital commitments of $740 million.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the sale of control of TSC Stores LP to Peavey Industries LP.

Panolam Industries International, Inc.

Acted as Canadian counsel to Panolam Industries International, Inc., a portfolio company of funds managed by affiliates of Apollo Global Management, LLC, in connection with its acquisition by Insight Equity Management Company LLC, a leading middle market private equity firm.

Oxford Park Group

Acted for Oxford Park Group in the formation of PointNorth Capital LP, a fund that continued Oxford Park's strategy of making special situation investments. PointNorth targets investments in the debt and equity of Canadian companies that are experiencing financial or operational challenges, are in out-of-favour sectors or are otherwise in need of change. OMERS, one of Canada's largest pension plans, made a significant capital commitment to PointNorth.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with the first and final closing of its third private equity fund, Ironbridge Equity Partners III, LP, which raised $238 million from investors globally and surpassed its $200-million target. The fund closed at its hard cap within three months of launching and brings Ironbridge's assets under management to over $400 million.

Royal Bank of Canada

Acted for Royal Bank of Canada in connection with the establishment of its $7-billion senior note program in 2016, and ongoing representation of Royal Bank of Canada in connection with takedowns of structured products under its senior note program, including pre-clearances of "novel" specified derivatives with the Autorité des marchés financiers in Québec.

Independent Electricity System Operator

Acted for the Independent Electricity System Operator in connection with its amended agreement with Bruce Power for the refurbishment of six nuclear units at the Tiverton-based nuclear generation station, the world's largest operating nuclear facility. The amended agreement secures 6,300 megawatts of baseload generating capacity for the province of Ontario and will result in an investment by Bruce Power of approximately $13 billion.

Fulcrum Capital Partners Inc.

Acted for Fulcrum Capital Partners Inc. in connection with the establishment of its fifth private equity fund, Fulcrum Capital Partners V, LP. The fund received $344 million in commitments, surpassing its initial target by 25%.

Department of Finance Canada

Acted for the federal Department of Finance in connection with Canada's Venture Capital Action Plan, a comprehensive strategy for deploying $400 million in new capital over the next 7 to 10 years, including the establishment of four private sector fund of funds with private sector investors. With their initial closings in 2014/2015, Northleaf Venture Catalyst Fund accepted commitments of $233 million, Teralys Capital Innovation Fund accepted commitments of $279 million, Kensington Venture Fund accepted commitments of  $160 million and HarbourVest Canada Growth Fund accepted commitments of  $218 million.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its investment in M&M Resources Inc., a leading energy services business focused on the oil and gas industry in northeast British Columbia and northwest Alberta.

InnVest Real Estate Investment Trust

Acted for the Special Committee of InnVest Real Estate Investment Trust in connection with the request of Orange Capital, LLC for a special meeting of unitholders and the settlement entered into among InnVest, Orange Capital and certain other unitholders.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with the establishment of its second private equity fund, Ironbridge Equity Partners II, LP. In less than nine months of marketing, Ironbridge II received total commitments of over $154 million against a target of $125 million.

Diversified Global Asset Management Corporation

Acted for Diversified Global Asset Management Corporation, a global manager of hedge funds with more than $6.7 billion in managed and advised assets, in its acquisition by The Carlyle Group. 

Plazacorp Retail Properties Ltd.

Acted for Plazacorp Retail Properties Ltd. in its negotiated takeover bid of KEYreit for approximately $119 million and graduation from the TSX Venture Exchange to the Toronto Stock Exchange. Plazacorp's bid for KEYreit defeated an unsolicited takeover bid for KEYreit by Huntingdon Capital Corp.

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $100 million aggregate principal amount of convertible unsecured subordinated debentures due March 31, 2019.

Speaking Engagement

Law Society of Ontario, The Annotated Shareholder Agreement 2018, “Key Provisions for Private Equity Investors”; Toronto, ON

Sept. 24, 2018

Guide

2018 Canadian Capital Markets Report: Looking Back, Looking Ahead

May 03, 2018 - While global markets remained volatile in 2017, Canadian capital markets saw a resurgence of IPOs and the emergence of new industries such as cannabis and blockchain. Canadian regulators also kept busy in 2017 responding to shareholder complaints and investigating ways to reduce the regulatory...

Speaking Engagement

AIMA, Navigating Private Placement Regimes Around the World 2017 conference; London, UK

May 16, 2017

Guide

2016 Canadian Capital Markets Report: Looking Back, Looking Ahead

Mar. 09, 2016 - The past year was a roller coaster of a year for Canadian capital markets, beginning much how it ended – with a devalued Canadian dollar, lower interest rates in Canada and a shift in regional growth from the west to central Canada. Against the background of these market realities, the focus of ...

Bulletin

OSC Provides New Guidance on Disclosure Regarding REIT Distributions

Jan. 27, 2015 - The Ontario Securities Commission has conducted a review of the disclosure of selected Real Estate Investment Trusts (REITs), and on January 26, 2015 published OSC Staff Notice 51-724 – Report on Staff’s Review of REIT Distributions Disclosure. The Notice identifies four areas in which the...

Chambers Canada: Canada’s Leading Lawyers for Business—Private Equity: Fund Formation

IFLR1000: Guide to the World’s Leading Financial Law Firms—Private Equity

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Private Equity

PLC Which Lawyer?—Private Equity: Fund Formation

Bar Admissions

Ontario, 2002

Education

Peter A. Allard School of Law, University of British Columbia, LLB, 2001
Queen’s University, MA (English), 1995
University of Alberta, BA (Hons) (English), 1994

Professional Affiliations

Canadian Venture Capital & Private Equity Association, Canadian Women in Private Equity Committee

Board Memberships

Shakespearience Performing Arts

“She’s very responsive and client service focused. She is thoughtful and thorough.”
Client – Chambers Global 2015

Brooke partners with her clients to provide comprehensive solutions to complex matters. Clients appreciate her creative and practical approach.

Brooke has significant expertise in fund formation and acts for sponsors of and investors in private equity, venture capital, infrastructure and debt funds. Established and startup funds turn to Brooke for practical advice for, and efficient execution of, their investments, fundraising activities, secondary transactions, compensation and governance arrangements, and restructurings.

Brooke regularly advises clients on acquisitions and dispositions of private companies, including transactions that involve a significant structuring component to achieve specific tax or commercial objectives. She also regularly provides practical advice and guidance regarding public offerings of complex structured products.

Brooke is on the board of directors of Shakespearience Performing Arts.

Business Development Bank of Canada

Acting for Business Development Bank of Canada in connection with the Government of Canada's Venture Capital Catalyst Initiative, which involves the formation of certain venture capital fund-of-funds. Teralys Capital Innovation Fund, Northleaf Venture Catalyst Fund II and Kensington Venture Fund II, three of the five venture capital fund-of-funds established under the VCCI program, had their initial closings in 2018.

Canadian Business Growth Fund

Acted for Canadian Business Growth Fund in its investment in Lift Auto Group, a British Columbia-based company and a consolidator of automotive collision repair centres. This is the first investment by the Canadian Business Growth Fund since its inception.

Canadian Business Growth Fund

Acted as lead counsel to Canadian Business Growth Fund on the launch of its fund to drive expansion and growth of mid-market Canadian businesses.

Royal Bank of Canada

Acted for Royal Bank of Canada in the establishment of its $7-billion senior note program in 2018, and ongoing representation of Royal Bank of Canada in takedowns of structured products under its senior note program.

Apollo Global Management, LLC

Acted as Canadian counsel to Apollo Global Management, LLC in its $305-million acquisition of the Qdoba restaurant franchise from Jack in the Box Inc.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its acquisition and related financing of Avena Foods Limited, a leading supplier of gluten-free oats to the North American market.

500 Startups

Acted for 500 Startups in the formation of its first Canadian venture capital seed fund.

Sprott Resource Lending Corp.

Acted for Sprott Resource Lending Corp. in connection with the formation of Sprott Private Resource Lending, LP., a private credit fund focused on lending to resource companies. 

InstarAGF Asset Management Inc.

Acted for InstarAGF Asset Management Inc. in connection with the formation of InstarAGF Essential Infrastructure Fund with total equity capital commitments of $740 million.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the sale of control of TSC Stores LP to Peavey Industries LP.

Panolam Industries International, Inc.

Acted as Canadian counsel to Panolam Industries International, Inc., a portfolio company of funds managed by affiliates of Apollo Global Management, LLC, in connection with its acquisition by Insight Equity Management Company LLC, a leading middle market private equity firm.

Oxford Park Group

Acted for Oxford Park Group in the formation of PointNorth Capital LP, a fund that continued Oxford Park's strategy of making special situation investments. PointNorth targets investments in the debt and equity of Canadian companies that are experiencing financial or operational challenges, are in out-of-favour sectors or are otherwise in need of change. OMERS, one of Canada's largest pension plans, made a significant capital commitment to PointNorth.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with the first and final closing of its third private equity fund, Ironbridge Equity Partners III, LP, which raised $238 million from investors globally and surpassed its $200-million target. The fund closed at its hard cap within three months of launching and brings Ironbridge's assets under management to over $400 million.

Royal Bank of Canada

Acted for Royal Bank of Canada in connection with the establishment of its $7-billion senior note program in 2016, and ongoing representation of Royal Bank of Canada in connection with takedowns of structured products under its senior note program, including pre-clearances of "novel" specified derivatives with the Autorité des marchés financiers in Québec.

Independent Electricity System Operator

Acted for the Independent Electricity System Operator in connection with its amended agreement with Bruce Power for the refurbishment of six nuclear units at the Tiverton-based nuclear generation station, the world's largest operating nuclear facility. The amended agreement secures 6,300 megawatts of baseload generating capacity for the province of Ontario and will result in an investment by Bruce Power of approximately $13 billion.

Fulcrum Capital Partners Inc.

Acted for Fulcrum Capital Partners Inc. in connection with the establishment of its fifth private equity fund, Fulcrum Capital Partners V, LP. The fund received $344 million in commitments, surpassing its initial target by 25%.

Department of Finance Canada

Acted for the federal Department of Finance in connection with Canada's Venture Capital Action Plan, a comprehensive strategy for deploying $400 million in new capital over the next 7 to 10 years, including the establishment of four private sector fund of funds with private sector investors. With their initial closings in 2014/2015, Northleaf Venture Catalyst Fund accepted commitments of $233 million, Teralys Capital Innovation Fund accepted commitments of $279 million, Kensington Venture Fund accepted commitments of  $160 million and HarbourVest Canada Growth Fund accepted commitments of  $218 million.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its investment in M&M Resources Inc., a leading energy services business focused on the oil and gas industry in northeast British Columbia and northwest Alberta.

InnVest Real Estate Investment Trust

Acted for the Special Committee of InnVest Real Estate Investment Trust in connection with the request of Orange Capital, LLC for a special meeting of unitholders and the settlement entered into among InnVest, Orange Capital and certain other unitholders.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with the establishment of its second private equity fund, Ironbridge Equity Partners II, LP. In less than nine months of marketing, Ironbridge II received total commitments of over $154 million against a target of $125 million.

Diversified Global Asset Management Corporation

Acted for Diversified Global Asset Management Corporation, a global manager of hedge funds with more than $6.7 billion in managed and advised assets, in its acquisition by The Carlyle Group. 

Plazacorp Retail Properties Ltd.

Acted for Plazacorp Retail Properties Ltd. in its negotiated takeover bid of KEYreit for approximately $119 million and graduation from the TSX Venture Exchange to the Toronto Stock Exchange. Plazacorp's bid for KEYreit defeated an unsolicited takeover bid for KEYreit by Huntingdon Capital Corp.

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $100 million aggregate principal amount of convertible unsecured subordinated debentures due March 31, 2019.

Speaking Engagement

Law Society of Ontario, The Annotated Shareholder Agreement 2018, “Key Provisions for Private Equity Investors”; Toronto, ON

Sept. 24, 2018

Guide

2018 Canadian Capital Markets Report: Looking Back, Looking Ahead

May 03, 2018 - While global markets remained volatile in 2017, Canadian capital markets saw a resurgence of IPOs and the emergence of new industries such as cannabis and blockchain. Canadian regulators also kept busy in 2017 responding to shareholder complaints and investigating ways to reduce the regulatory...

Speaking Engagement

AIMA, Navigating Private Placement Regimes Around the World 2017 conference; London, UK

May 16, 2017

Guide

2016 Canadian Capital Markets Report: Looking Back, Looking Ahead

Mar. 09, 2016 - The past year was a roller coaster of a year for Canadian capital markets, beginning much how it ended – with a devalued Canadian dollar, lower interest rates in Canada and a shift in regional growth from the west to central Canada. Against the background of these market realities, the focus of ...

Bulletin

OSC Provides New Guidance on Disclosure Regarding REIT Distributions

Jan. 27, 2015 - The Ontario Securities Commission has conducted a review of the disclosure of selected Real Estate Investment Trusts (REITs), and on January 26, 2015 published OSC Staff Notice 51-724 – Report on Staff’s Review of REIT Distributions Disclosure. The Notice identifies four areas in which the...

Chambers Canada: Canada’s Leading Lawyers for Business—Private Equity: Fund Formation

IFLR1000: Guide to the World’s Leading Financial Law Firms—Private Equity

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Private Equity

PLC Which Lawyer?—Private Equity: Fund Formation

Bar Admissions

Ontario, 2002

Education

Peter A. Allard School of Law, University of British Columbia, LLB, 2001
Queen’s University, MA (English), 1995
University of Alberta, BA (Hons) (English), 1994

Professional Affiliations

Canadian Venture Capital & Private Equity Association, Canadian Women in Private Equity Committee

Board Memberships

Shakespearience Performing Arts