Topic: Finance

Location, location, location: Where’s your chief executive office?

By Russell Dufault (Toronto) on November 15, 2019 Posted in Finance, Financial institutions

In the context of cross-border secured financing transactions involving Canada and the United States, the rules relating to perfection and priority of personal property pledged in favour of a lender or agent are similar. In the U.S., Article 9 of the Uniform Commercial Code governs while each Canadian jurisdiction has its own personal property security … Continue reading

Canadian credit market overview: despite slowing growth, many aspects still on the rise

By Russell Dufault (Toronto) on September 25, 2019 Posted in Finance

The Bank of Canada (BoC) recently announced its decision to maintain the overnight rate target at 1 ¾%– while the Bank Rate and deposit rate are 2% and 1 ½% respectively – resulting in no shortage of backlash. In its press release, the BoC cites the escalation of international trade conflict as a factor in … Continue reading

The anatomy of an alternative mutual fund: dissecting the alternative investment vehicle following recent CSA amendments

By Peter Valente (Toronto) on August 14, 2019 Posted in Corporate finance, Finance

Traditionally, commodity pools existed as unique investment vehicles which, contrary to other Canadian public investment funds, were excluded from the investment restrictions and limitations codified in National Instrument 81-102 Investment Funds (NI 81-102). Earlier this year, as part of the final phase of its Modernization of Investment Fund Product Regulation Project, the Canadian Securities Administrators … Continue reading

Leave a mark: the growth trajectory of “impact investing” in Canada

By Jenny Ng (Toronto) on July 9, 2019 Posted in Corporate finance, Finance

Impact investing represents a continuation of Canada’s ongoing commitment to social finance, an “approach to mobilizing private capital that delivers a social dividend and an economic return to achieve social and environmental goals”, as defined by the Government of Canada. The rapid growth of impact investing is driven largely by investor demand for addressing the … Continue reading

Full disclosure: financial assistance and related corporations

By Justin Burt and Jillian Karras (Calgary) on June 18, 2019 Posted in Finance, Governance and directors' liability

Many transactions involve financial assistance by means of a loan, guarantee or otherwise between related corporations. Often, an important consideration in these circumstances is: does such financial assistance trigger any disclosure obligations? Generally, a corporation may give financial assistance to any person (including an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative) … Continue reading

Global payments industry: frantic M&A activity not slowing down

By Mark Convery and Peter Valente (Toronto) on June 11, 2019 Posted in Finance, M&A

A payments industry that was stagnant and stale for decades has recently entered a transformational and disruptive period of innovation, with seemingly boundless growth ahead. Payments players have engaged in record-setting levels of global mergers and acquisitions (M&A) activity over the course of the past few years, but 2019 is poised to be yet another … Continue reading

Venture capital investments take off in the first quarter of 2019

By Troy Ungerman (Toronto) on June 6, 2019 Posted in Corporate finance, Finance

The Canadian Venture Capital & Private Equity Association (the CVCA) has recently provided insights into Canadian investment trends for the first quarter of 2019 (Q1 2019). The CVCA has indicated that Private Equity (PE) deals have slowed in Q1 compared to their Venture Capital (VC) counterparts. VC investments have almost doubled since Q1 2018, whereas PE investments have … Continue reading

Fintech is thriving! Global investment more than doubles in 2018

By Troy Ungerman (Toronto) on April 11, 2019 Posted in Finance, Technology and innovation

KPMG recently published its “Pulse of Fintech” report on global investment in fintech for H2 2018. Here’s what you need to know: Global investment in fintech companies hit $111.8B in 2018 (with 2,196 deals), more than doubling global fintech investment in 2017. This was partly due to a small number of mega deals. In the … Continue reading

Q3 2018 review: venture capital financing and deal activity decline after record-setting H1

By Amanda Ferriss (Toronto) on November 15, 2018 Posted in Corporate finance, Finance

PwC and CB Insights recently released their Q3’18 “MoneyTree Canada report” (the Report), which provides an overview of investments in Canadian venture-backed companies. According to the Report, after an exceptional H1’18 (which we’ve covered in an earlier post), Q3’18 has seen a decrease in the number of deals, as well as in dollars invested. General … Continue reading

Tokenizing securities: is it worth it?

By Troy Ungerman (Toronto) on October 30, 2018 Posted in Corporate finance, Finance

Tokenization refers to the process of converting the right to an asset into a digital token, issued, stored, and transferred on a blockchain (the latter of which we’ve covered previously). Many real world assets can be tokenized, including fine art and real property. Of particular interest in corporate finance is the tokenization of securities, such … Continue reading

Vendor take-backs: a useful tool for financing M&A transactions

By Peter Valente (Toronto) on October 23, 2018 Posted in Corporate finance, Finance

A vendor take-back (VTB) (or “vendor financing”) is a potential supplementary method of financing an acquisition transaction. It is often documented by a vendor take back note or promissory note. A VTB may be used as a type of non-consideration in conjunction with other forms of financing in order to facilitate an acquisition. In a … Continue reading

Harmonizing cash collateral perfection rules between Canada and the U.S.

By Russell Dufault (Toronto) on August 21, 2018 Posted in Corporate finance, Finance

In secured financing transactions, cash is a popular and useful form of collateral. It is fully liquid, readily available and transferrable, and its value is always known. A debtor holding cash in a deposit account may wish or be required to use it as collateral for obligations such as loans, repurchases and derivative transactions. In … Continue reading

Private equity and Canadian partnerships: tax considerations

By Andrew Lim (Calgary) on June 7, 2018 Posted in Finance, Real estate

Canada continues to be an attractive market for private equity (“PE“) investors with recent transactions highlighting significant investments into Canadian real estate and energy infrastructure assets. Partnerships (particularly, limited partnerships) continue to be a popular PE vehicle, providing a means of pooling and aggregating investment funds and allowing for income or losses to be “flowed-through” … Continue reading

Debt, equity and tax credits: how films are financed

By Russell Dufault (Toronto) on March 21, 2018 Posted in Finance

The other day I cued up a new release movie that I had been eagerly anticipating. As the opening credits rolled, I couldn’t believe how many entities were being credited. The list kept going and going, with a range of what appeared to be both governmental and private organizations. What could these organizations all have … Continue reading

Distressed debt investing: the basics

By Hugo Margoc (Toronto) on February 1, 2018 Posted in Finance, M&A

Whether it’s the tightening of the credit markets, a regulatory shift, margin erosion due to influx of competition, or structural changes such as in the retail industry as of late: there are plenty of reasons that get companies into deep water and create opportunities for distressed debt investing in Canada. The more difficult question is … Continue reading

Crypto update: January crash, securitized tokens and threats to traditional VC

By Nader Hasan (Toronto) on January 30, 2018 Posted in Finance, M&A, Uncategorized

Bloodbath in the CryptoMarket For the past three years in January, Bitcoin experienced significant price corrections. This year is no different – except for its magnitude. Likely exacerbated by an influx of new investors and a spike in actively traded altcoins, Bitcoin depreciated by almost 50% from its all-time high in mid-December. According to CoinMarketCap, … Continue reading

Maintaining perfection post-closing

By Lucy Liu (Toronto) on January 23, 2018 Posted in Finance, M&A

In a secured financing transaction, such as acquisition financing, a creditor would often protect its interest by creating, attaching and perfecting a security interest by registration in the personal property of the debtor or the guarantor. Once a deal closes, secured creditors would often forget to monitor their registrations to maintain perfection. Post-closing events such … Continue reading

How are market participants dealing with the retirement of Libor?

By Russell Dufault (Toronto) on December 28, 2017 Posted in Finance, M&A, Uncategorized

Earlier this year I wrote about the Financial Conduct Authority’s (FCA) announcement in July of its plan to phase-out the London Interbank Offered Rate (Libor), the interest rate benchmark used to set payments on more than $350 trillion in financial contracts such interest-rate derivatives, corporate bonds, mortgage loans and more. The FCA’s intention is to … Continue reading

The interesting thing about M&A is…

By Bruce Sheiner on November 16, 2017 Posted in Finance, M&A

Many predicted that 2017 would be another record year for Canadian mergers and acquisitions (M&A). There are also currently some predictions that interest rates will continue to rise despite the recent announcement of a contraction in the economy. In this blog post we consider these two factors. As depicted in Figure 1 below, while 2017 … Continue reading

How can the crowd fund you?

By Amanda Plastina (Toronto) on November 9, 2017 Posted in Finance, M&A

Crowdfunding is a great way for businesses to raise a small amount of money from a large group of people to help fund a new business venture. However, businesses who use crowdfunding to raise capital by issuing securities in exchange for the money raised need to make sure they are not violating any securities laws … Continue reading

Rising retail bankruptcies present ample opportunity for distressed investors

By Hugo Margoc (Toronto) on November 7, 2017 Posted in Finance, M&A

The recent giant retail bankruptcy filings by Toys ‘R’ Us and Sears Canada are not standalone cases in the retail sector. According to the recent Quarterly Report Of Business Bankruptcy Filings, in 2016, the United States experienced a year-on-year increase of 26% in the number of retail company bankruptcy filings. The sector generated 15.77% of … Continue reading

Overnight interest rate update: no change is good news for M&A activity

By Sara Josselyn (Toronto) on October 25, 2017 Posted in Finance, M&A

Today the Bank of Canada (the Bank) released its highly anticipated announcement regarding the overnight interest rate (the Rate). The announcement can be found in its entirety here. After previous successive Rate increases this past summer (as we reported on here), the Bank decided to maintain a steady course by keeping the Rate constant at … Continue reading

Libor retirement and implications for contracts tied to it

By Russell Dufault (Toronto) on September 20, 2017 Posted in Finance, M&A

The London Interbank Offered Rate (Libor), the interest rate benchmark used to calculate interest rates on short-term loans by many large banks, will be phased out after 2021 according to its regulator. The London based Financial Conduct Authority (FCA) recently announced that due to growing concerns regarding the long term sustainability of the benchmark, which … Continue reading

An update on the use of reverse breakup fees in M&A deals

By Sara Josselyn (Toronto) on August 30, 2017 Posted in Finance, M&A

The 2007-2008 financial crisis saw reverse breakup fees emerge as part of a new structure of private equity in the United States. The use of reverse breakup fees quickly spread thereafter, and by 2010-2011, approximately one-third of M&A deals in Canada included reverse breakup fees. These fees serve to discourage bidders from walking away from … Continue reading