Capital Markets

For businesses, success hinges on access to capital markets, which are tapped to meet a variety of financial, strategic and operating goals, and therefore significantly drive growth and value creation. However, they operate in a complex, highly regulated environment. As a result, doing business with seasoned legal advisors is an excellent way to mitigate risk and fully exploit opportunities.

Equity capital markets

Our Capital Markets team has been an active and innovative equity capital market player for the past two decades. The firm has represented a wide range of issuers, developers and venture capitalists for some twenty years. We are also a leading Canadian specialty small-cap advisor, covering seed and venture capital for initial public offerings (IPOs), as well as subsequent offerings and private placements.

With dozens of IPOs and 100+ private placements with issuers, the firm has represented a myriad of clients on listings with all Canadian exchanges.

Leveraging in-depth knowledge of capital market trends and legislative and regulatory frameworks, our lawyers provide expert advice to Canadian issuers on specific and complex transactions, and their array of continuous disclosure obligations, including disclosure, regulatory filings and compliance, and corporate governance.

Representative work

• LSL Pharma Group in relation to its TSX Venture Exchange listing through a reverse takeover transaction and a concurrent private placement with a total value of C$55.9 million.
• Garda World Security Corporation with respect to a private placement of preferred shares for gross proceeds of C$300 million with Investissement Québec.
• Baylin Technologies for its C$19.835 million prospectus distribution.
• Scandium Canada (Imperial Mining Group), a publicly listed scandium exploration company, in multiple private placements totalling over C$6.5 million.
• A group of investors, including Family Office Code C, in relation to a C$60 million private placement in Vosker, a leading global provider of remote monitoring solutions.
• Ressources Pershimco, a publicly listed gold exploration company, in several successive private placements totalling over C$64 million.

Debt capital markets and corporate finance

Our Capital Markets group lawyers advise clients on structuring and executing some of Canada’s largest debt financing transactions. The firm provides borrowers and lenders with practical debt financing advice and answers to their concerns. Our clients rely on our expertise in the full range of high-yield investments and structured finance products, including equity and debt products.

We guide lenders and investors in assessing debt financing risk exposures. We also assist them in negotiating and documenting corporate, asset and project debt financing. Our Capital Markets group lawyers are engaged by public and private market borrowers and lenders to advise on traditional secured and unsecured financing transactions, as well as complex project financing, direct lending transactions, structured finance arrangements, inter-creditor arrangements, and other debt financing mechanisms.

In addition, issuers, financial institutions, investors and developers call on our team to help them carry out their debt securities financing and transactions in debt capital markets. We regularly advise on a broad range of public and private, Canadian and cross-border investments. Clients also request our assistance in structuring, documenting and executing securities exchange and takeover bids, and consent solicitations.

We leverage our debt capital markets experience and relationships with regulators in representing clients in a wide variety of debt securities transactions and debt financing agreements across Canada. In particular, we collaborate on equity-linked investments, as well as investments in conventional debt securities, high-yield notes, convertible bonds and private placements as well as subordinated debt obligations.

Representative work

• Garda World Security Corporation in connection with the increase in its term loan to US$2.327 billion. The amendment was entered into with a syndicate of North American lenders led in particular by New York City-based JPMorgan Chase Bank, N.A.
• Garda World Security Corporation in its issuance of senior secured notes in the North American market for gross proceeds totalling US$400 million.
• SCW Fund Corp. in relation to C$60 million in expansion financing for its North American operations.
• A syndicate of U.S. lenders that provided $2.1 billion in financing for Blackstone’s acquisition of a Cominar portfolio of 187 industrial properties in Québec.
• Garda World Security Corporation in its issuance of senior unsecured notes in the North American market totalling US$500 million.
• Show Canada Industries and its subsidiaries relating to new credit facilities totalling C$18 million granted jointly by Royal Bank of Canada (RBC) and Investissement Québec.
• A food manufacturing company for the establishment of a C$75 million asset-backed lending (ABL) credit facility in Québec and the United States.
• Garda World Security Corporation relating to incremental syndicated financing under its credit agreement, increasing its existing term loan by approximately C$925 million.
• Bridor Inc., a food producer, with regard to debt and operations refinancing totalling C$275 million. The bank syndicate obtained collateral in Québec, Ontario and two U.S. states.
• Garda World Security Corporation for syndicated loans for additional credit facilities amounting to US$450 million.
• A Kenyan issuer for a US$20 million placement of secured notes in the African market.
• The Fleming Capital Corporation in securing its bridge loan in support of a £3.6 billion hostile bid for the multinational G4S plc.
• CR-Honos Parent Ltd. in syndicated financing of credit facilities with a group of financiers led by Barclays, for US$1.775 billion.