Our Securities & Capital Markets Group

Facing a landscape that is becoming increasingly regulated, parties need a market-savvy partner that understands both the legal and financial aspects of transactions. With one of the most experienced corporate and securities law groups in Canada, Borden Ladner Gervais LLP (BLG) knows how to get the deal done. We act for many of Canada's largest public companies, self-regulatory organizations and investment dealers in a wide range of corporate finance transactions, mergers & acquisitions, and corporate governance and advisory matters.

Our lawyers regularly work collaboratively with other firms both in Canada and internationally, to provide practical and efficient advice on domestic and cross-border transactions.

As Canada's largest full-service law firm, we are able to draw on the expertise and experience of a team of more than 750 professionals to achieve our client's objectives on a timely and efficient basis. Our Securities & Capital Markets Group takes an industry team approach to your business challenge, pulling together professionals from relevant practice areas such as:

• tax
• competition and foreign investment
• pensions
• labour & employment
• insolvency & restructuring
• intellectual property and information technology
• real estate & development
• financial services
• government relations
• litigation

Always at the forefront of the industry, professionals in the Securities & Capital Markets Group have been consistently featured in the top international legal ranking publications, including the 2012 edition of The Best Lawyers in Canada®, and the 2011 editions of PLC Which lawyer? and Chambers Global – The World's Leading Lawyers for Business. Bloomberg ranked BLG No. 1 by volume for Canadian firms in Global Bonds Issuer Advisers, No. 3 by deal count for Canadian Equity Offerings Issuer Advisers and No. 3 by deal count for Canadian Equity Offerings Issuer Advisers (IPO) in Q3 2011. National Post's Legal Post league tables ranked BLG No. 2 by value for Canadian Legal Counsel to the Issuer - Equity in Q2 2011. Further, the 2011 edition of PLC Which lawyer? lists the Group as the only "Leading" firm among all Canadian law firms in the Investment Funds category.

At BLG, we're committed to working with you, as part of your team, to achieve the best possible results.

Corporate Finance

Our clients include issuers, underwriters, investors, financial institutions, governmental agencies, market regulators and other market participants.

We provide practical and innovative solutions to help our clients successfully execute a wide range of public and private transactions, from traditional equity or debt offerings to transactions involving sophisticated financial instruments and pioneering financing techniques and structures.

Our recent Corporate Finance experience includes advising:

• Husky Energy Inc. in its $1 billion bought deal public offering and concurrent $200 million private placement of common shares.
• Global Advantaged Telecom & Utilities Income Fund in its $32.6 million initial public offering.
• A syndicate of initial purchasers led by RBS Securities Inc. in the private placement of C$170 million of second lien notes issues by Gateway Casinos & Entertainment Limited, completed in conjunction with new senior secured term and revolving credit facilities in the aggregate principal amount of C$390 million.
• Corsa Capital Ltd. in connection with its $69 million offering of subscription receipts. 
• Tethys Petroleum Limited, a TSX listed company, in its US$100 million offering of ordinary shares.
• Harvest Portfolios Group Inc. in connection with the initial public offering of Harvest Canadian Income & Growth Funds.
• Sea Dragon Energy Inc. in connection with its $57 million and $15 million special warrant offerings.
• Co-operators Financial Services Limited in its $150M Offering of Debentures by way of Private Placement.
• Northland Power Income Fund, in its $150 million bought deal offering of cumulative rate reset preferred shares and $161 million bought deal offering of 6.25% convertible unsecured subordinated debentures and trust units.
• Magma Energy Corp. in its $100 million initial public offering and $40 million subsequent offering of common shares
• Co-operators General Insurance Company in its $115 million bought deal offering of preference shares.
• BMO Nesbitt Burns Inc., RBC Dominion Securities, Inc. and a syndicate of other underwriters in the $460 million bought deal offering of common shares by Cameco Corporation.
• Canada Mortgage and Housing Corp. and Canada Housing Trust No. 1 in the offering of over $180 billion of mortgage backed securities.
• Loblaw Companies Limited in its $350 million offering of medium term notes, $225 million offering of redeemable convertible second preferred shares and $300 million private placement of unsecured notes.
• Cormark Securities Inc. and a syndicate of other underwriters in the $100 million bought deal offering of common shares by Uranium Participation Corporation.
• Pan American Silver Corp. in its US $103 million offering of common shares.
• Macquarie Capital Markets Canada Ltd. in the $290 million private placement of units by Agnico-Eagle Mines Limited.
• Genuity Capital Markets, BMO Nesbitt Burns Inc. and Raymond James Ltd. in the $50 million rights offering to subscribe for 9% convertible debentures and a $100 million concurrent private placement of secured convertible debentures by TimberWest Forest Corp.
• Cormark Securities and a syndicate of other underwriters in the $200 million initial public offering of Sprott Inc.
• Qwest Energy 2009 Flow-Through Limited Partnership in its $30 million initial public offering.

Regulatory

In addition to our transactional practice, we advise on all aspects of securities law compliance and disclosure.

We are also regularly involved with issues of market policy and regulation of securities dealers and participants in the securities industry. We act as counsel to the Investment Industry Regulatory Organization of Canada, a national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada, and the Mutual Fund Dealers Association of Canada, a national self-regulatory organization for the mutual fund industry in Canada. We have also acted for The Canadian Depository for Securities Limited, Canada's principal securities depository and settlement system, since its inception. These mandates have provided us with a unique expertise in advising our clients on all regulatory matters.

Mergers & Acquisitions

BLG is a recognised leader in Mergers & Acquisitions.

We have the depth and breadth of expertise and experience in all market sectors to advise acquirors, targets and stakeholders in all aspects of public and private M&A transactions.

Our recent M&A experience includes advising:

• Pan American Silver Corp. in connection with its proposed $1.5 billion acquisition of Minefinders Corp.
• Eldorado Gold Corporation in connection with its proposed $2.5 billion acquisition of European Goldfields.
• Western Financial Group Inc. in connection with its $443 million acquisition by Desjardins Financial Group, by way of a take-over bid.
• Bell Canada in connection with  its $40 million acquisition of Bell Aliant Regional Communications, Limited Partnership's xwave division.
• Avoca Resources Limited in connection with its $2 billion acquisition by Anatolia Minerals Development Limited by way of an Australian scheme of arrangement.
• Canadian Satellite Radio Investments Inc., the largest shareholder in Canadian Satellite Radio Holdings Inc. (carrying on business as XM Canada)  in XM Canada's $300 million acquisition of Sirius Canada Inc.  and concurrent refinancing transaction.
• Far West Mining Ltd. in connection with its $725 million cash-and-share acquisition by Capstone Mining Corp.
• K+S Aktiengesellschaft in its $434 million acquisition of Potash One by way of takeover bid.
• Kogas Canada Ltd., a wholly owned subsidiary of Korea Gas Corporation in connection with a $565 million farmout agreement with EnCana Corporation regarding 50% of Encana's working interest in certain British Columbia natural gas properties.
• Loblaw Companies Limited in its $225 million agreement to acquire T&T Supermarket Inc. for cash and preferred shares.
• Toronto Hydro Corporation in its $200 million sale of Toronto Hydro Telecom Inc. to Cogeco Cable Canada Inc.
• Magma Energy Corp. in its $575 million acquisition of Plutonic Power Corporation by way of plan of arrangement.
• PowerStream Inc. in its $800 million amalgamation with Barrie Hydro.
• Corsa Capital in its US $34.6 million acquisition of Wilson Creek Energy LLC.
• Queenston Mining Inc. in its $20.5 million acquisition of Vault Minerals Inc.
• Pan American Silver Corp. in connection with its $626 million acquisition of Aquiline Resources Inc.
• PBS Coals Corporation in its $1 billion acquisition by an affiliate of OAO Severstal Resources by way of takeover bid and in its earlier $820 million reverse takeover of Penfold Capital Acquisition Corporation.
• Teck Cominco Limited in its acquisition of assets of Fording Canadian Coal Trust valued at $14 billion (as tax counsel).
• Western Energy Services Corp. in connection with its $66 million acquisition of Horizon Drilling Ltd. and its $26 million take-over bid for Cedar Creek Drilling Ltd.
• Voyager Energy Inc. in connection with its $40 million acquisition by Niko Resources.
• CanElson Drilling in its $78 million acquisition of Eagle Drilling Services Ltd.
• CertainTeed Insulation Canada Inc. in its $81 million acquisition of the assets of OFI Income Fund.
• Compania Minera Carmen de Andacollo in its $300 million sale of a royalty interest in the Andacollo mine to Royal Gold Inc.

Corporate Governance and Advisory

Our Corporate Governance and Advisory practice involves both advisory and transactional assignments. We provide advice to private, public and not-for-profit clients generally and, in particular, to boards of directors and trustees, committees of boards, management, shareholders and other stakeholders of public issuers.

We are regularly involved in assisting clients with corporate governance issues relating to board and committee mandates and processes, governance policies, investigations, reviews and reports, director and officer liability issues, conflict of interest matters, and going private and related party transactions. As well, our corporate governance advisory practice assists clients in identifying potential issues and arriving at appropriate arrangements to address concerns which arise.

Investment Management

Our Securities & Capital Markets Group also includes Canada's largest and most experienced investment management practice. Click here to visit BLG's Investment Management Group webpage.