Our Private Equity professionals act as counsel in the initial formation, structuring and capitalization of new funds, and provide strategic advice in relation to the ongoing management of funds. Our practice encompasses all forms of transaction-oriented investment activity on behalf of private equity funds, including the making of initial investments (whether by way of equity or debt) and follow-on investments, the restructuring and/or protection of those investments where required, and a range of exit transactions executed through both the private and public markets. We often represent lenders that provide senior and mezzanine debt financing for private equity acquisitions. We also act for venture and other private equity funds with lower profiles that are focused primarily on mid-market transactions. We also act for principals of private equity firms and senior management of portfolio companies in connection with shareholder, partnership and employment arrangements and estate planning needs.
We regularly act for:
- Private equity and debt sponsors in organizing funds, utilizing our knowledge of market conditions to help structure funds on terms that can assist fundraising efforts, and thereafter we act on an on-going basis for the funds.
- Private equity firms with respect to their investments in private companies and when they take public companies private.
- Private equity firms and financial institutions seeking to acquire or consolidate assets under management through the acquisition of other managers.
- Merchant banking arms of domestic and foreign banks in analyzing transactions that may be characterized as specialized financing activities, including options as to classification for regulatory purposes and obtaining any necessary regulatory approvals in Canada.
- Lenders in designing, drafting and settling senior and mezzanine debt documentation for private equity acquisitions.
- Private equity firms and their investee companies in connection with ongoing business initiatives, corporate governance and funding issues relating to such companies.
- Private equity groups and their investee companies upon a liquidity event, be it an initial public offering, a merger or business combination, a sale to a strategic buyer or another alternative.
Private equity transactions are typically led by a senior business lawyer who will - when necessary - assemble and lead a team to address specific issues in the areas of tax, securities, investment management, regulatory, intellectual property, technology licensing, pensions and benefits, labour, environmental, real property, banking, restructuring or other specialized areas of law.
Representative transactions in which we have been involved include:
- Acted for The Catalyst Capital Group Inc. and Frontpoint Partners LLC in establishing Catalyst Fund Limited Partnership, a fund formed to invest in distressed and undervalued Canadian public and private companies.
- Acted for the Government of Canada in establishing the Canada Investment Fund for Africa, the first private equity fund to be sponsored by the Government of Canada.
- Acted for U.S. equity group Hicks, Muse, Tate & Furst Incorporated in the Cdn.$400 million acquisition (together with TD Capital and CIBC Capital) of Persona Inc. by means of a "going private" transaction effected through a plan of arrangement.
- Acted for Caisse de dépôt et placement du Québec as one of a group of three purchasers in the Cdn. $960 million acquisition of the recreational products division of Bombardier Inc.
- Acted for the syndicate of senior secured lenders (co-led by The Bank of Nova Scotia, Canadian Imperial Bank of Commerce and Credit Suisse First Boston) with respect to the $2.4 billion debt financing for the acquisition by BAI Finance Limited Partnership (owned by Kohlberg Kravis Roberts & Co., Ontario Teachers' Pension Plan Board, BCE Inc. and senior management) from Bell ActiMedia Inc. of its Yellow Pages print and electronic directories business.
- Acted for the syndicate of financial institutions (agented by The Bank of Nova Scotia) which provided the acquisition debt financing of a corporation acquired by U.S. private equity group Carlyle Group.
Venture Capital Financings
- Acted for Growthworks WV Canadian Fund Inc. and Growthworks WV Opportunity Fund Inc. in connection with the investments in several Canadian software and advanced manufacturing companies.
- Acted for J.L. Albright Venture Partners in connection with the investments in several Canadian technology companies.
Liquidity Event Transactions
- Acted for the principal shareholder on the U.S.$175 million sale by that investor and various private equity investors of a leading specialized Canadian software company to a major credit rating agency.
- Acted for a syndicate of private equity investors on their sale of a U.S.$130 million Brazilian gold mining property to Wheaton River, a Canadian gold mining company.