Corporate Finance & Securities

Our team’s wealth of knowledge in corporate finance and securities includes initial and secondary public offerings of securities, debt and equity restructurings, private placements, rights offerings, takeover bids and mergers and acquisitions. We have experience assisting enterprises – from start-ups to publicly-traded international corporations – in a wide range of industry sectors, including financial services, natural resources, agribusiness, manufacturing and technology. We have participated in cross-border equity and debt offerings by several senior issuers, as well as initial listing applications on both Canadian and U.S. stock exchanges. Our team also has experience with listing applications on overseas stock exchanges, including the Hong Kong Stock Exchange and the Australian Stock Exchange.

We have acted as external general counsel to numerous western Canadian-based medium to large-scale enterprises operating in Canada and abroad, advising on regulatory, transactional, operational, governance and compliance requirements and best practices. We act for providers and recipients of debt and private capital, and have structured many sophisticated financing and investment transactions. Our collaborative, results-oriented approach ensures that all issues in integral areas, such as tax and environmental, are addressed as each transaction progresses and that the most practical and tax efficient corporate and transactional structures are in place.

Our international (outside of North America) finance experience includes lending arrangements and complex joint ventures in the mining industry, including loans from foreign lenders and parent companies as well as investments by Canadian companies abroad.

• Counsel to specialty finance company in connection with a $35 million senior secured revolving credit facility (“Credit Facility”) provided by Alberta Treasury Branches (“ATB”) and Business Development Bank of Canada (“BDC”).  The specialty finance company will use the Credit Facility to fund investments in mid-market companies.
• Counsel to specialty finance company Crown Capital Partners on its provision of a $30 million term loan to Calgary-based oil and gas company Marquee Energy.
• Counsel to specialty finance company Crown Capital Partners on its provision of a $25 million term loan to Ferus Inc., the leading provider of industrial gases to the Canadian energy market.
• Securities counsel to Information Services Corporation in connection with an initial public offering and secondary offering of 12,075,000 Class A Limited Voting Shares of Information Services Corporation, sold by Crown Investments Corporation of Saskatchewan for approximately $169 million, and the listing of the Class A Limited Voting Shares of Information Services Corporation on the Toronto Stock Exchange.
• Counsel to Pacific & Western Bank of Canada on the first IPO of a Canadian Schedule I bank in decades.
• Counsel to Canpotex Limited, one of the world’s largest potash marketing and logistics organizations, on the issue of $250 million in senior unsecured notes, raised primarily to finance terminal expansion and other capital infrastructure projects.
• Counsel to Canpotex Limited on the issue of $140 million in senior unsecured notes, raised primarily to finance port terminal expansion costs and railcar maintenance and staging facility construction costs.
• Corporate and securities counsel to Weyburn Inland Terminal Ltd., a reporting issuer, in connection with its plan of arrangement, whereby all of its common shares were acquired for aggregate consideration of $94.5 million, providing advice on the plan of arrangement transaction and securities law advice respecting disclosure and the shareholder meeting.
• Counsel to Lex Capital Management Inc. on fund formation and raising capital for funds: Lex Capital Partners LP (2009 – $36.5 million), Lex Energy Partners LP (2010 – $56.7 million) and Lex Energy Partners LP II (2013).
• Canadian counsel to a publicly-traded mining company listed on the Toronto Stock Exchange in connection with a $57.5 million prospectus offering, a $13.8 million special warrant offering, an $18 million debenture offering, a $20 million prospectus offering and numerous private placement transactions, as well as mining and mineral related matters involving purchases and sales of mineral properties and title to mineral properties.
• Canadian counsel to a Toronto Stock Exchange and Hong Kong Stock Exchange listed mining company on various corporate finance, securities compliance and corporate governance matters, including the negotiation of a multi-tranche investment agreement with a Chinese state owned enterprise, leading discussions with the Toronto Stock Exchange and preparing related submissions in support of the company’s ongoing TSX listing and advising the board of directors on a wide range of corporate governance issues pertaining to the Chinese state owned enterprise’s investment in the company.
• Counsel for a labour-sponsored venture capital corporation (LSVCC) on general regulatory and compliance matters, corporate governance and its annual prospectus renewal.
• Lead counsel on a $400 million common share offering by a Canadian-headquartered global agribusiness.
• Counsel to Saskatchewan-based issuers on public and private offerings on start-up projects, in sectors including bio-fuels, energy and agriculture.
• Counsel on creation of several private equity limited partnerships and successful offerings in excess of $300 million of fund units.
• Counsel on private equity investments in numerous companies in excess of $300 million.