Securities and corporate finance transactions have become increasingly complex and challenging, particularly in the midst of fluctuating market conditions. Partner with Dentons and work with an innovative thinker in all aspects of securities transactions and regulation, corporate finance and capital markets.
Rely on our global experience representing issuers, underwriters, selling and controlling shareholders and other market participants across a wide spectrum of industry sectors and involving business enterprises ranging from some of the world’s largest companies to middle-market and emerging businesses. No matter what side of the transaction you are on, we are there to help you measure risk tolerance and navigate the complex regulatory framework in which you operate and to meet and exceed business objectives.
Look to us to respond with sound advice on public and private offerings of equity and debt securities, compliance with securities laws and disclosure, the filing requirements of stock exchanges and dealings with oversight bodies. Together we can mitigate the risks and identify the best path to suitable and effective transactions.
More About Securities and Corporate Finance
- ADMA Biologics, Inc.: Representing this biotechnology company, which focuses on the development and commercialization of human plasma and plasma-derived therapeutics, in connection with its reverse merger with R&R Acquisition VI, Inc., and corresponding US$17.5 million private placement offering to institutional investors.
- Bank Handlowy w Warszawie (Citibank): Negotiating a number of International Swaps and Derivatives Association (ISDA) Master Agreements and global master repurchase agreements (GMRAs) with over 20 European and US banks. Citibank subsidiary commissioned us with the whole negotiation process of the legal framework for concluding derivative and financial transactions on the inter-bank market with foreign, as well as domestic, banks. This documentation serves as the basis for operations of the treasury department of the bank.
- Boralex Inc.: Advising on its bought deal offering of $95 million aggregate principal amount of 6.75% convertible unsecured subordinated debentures of Boralex (the Debentures). The over-allotment option was exercised in full and for an additional offering of $14.25 million aggregate principal amount of Debentures. In total, $109.25 million aggregate principal amount of Debentures were issued pursuant to the offering. The net proceeds of the offering were used to fund the payment of the cash component consideration of Boralex’s offer to purchase all of the outstanding trust units of Boralex Power Income Fund and for general corporate purposes. Boralex is a major independent power producer whose core business is the development and operation of power stations that generate renewable energy. The Debentures were offered to the public through a syndicate of underwriters led by TD Securities Inc., which included CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp., Desjardins Securities Inc., GMP Securities L.P., Macquarie Capital Markets Canada Ltd. and Cormark Securities Inc.
- Capital Power: Advising on the completed sale of 9.2 million common shares of Capital Power to EPCOR at an offering price of C$24.40 per common share for aggregate gross proceeds to EPCOR of C$224,480,000. The aggregate offering was comprised of an offering of 8.2 million common shares at C$24.40 per share together with the underwriters’ exercise of an over-allotment option for the sale of an additional one million common shares at C$24.40 per share. The underwriting syndicate for the offering was co-led by CIBC World Markets Inc. and RBC Capital Markets. EPCOR’s wholly owned subsidiaries build, own and operate electrical transmission and distribution networks, water and wastewater treatment facilities, and infrastructure in Canada and the US. EPCOR is headquartered in Edmonton, AB. Capital Power is a growth-oriented North American power producer, also headquartered in Edmonton, AB. The company develops, acquires, operates and optimizes power generation from a variety of energy sources. Capital Power owns more than 3,300 megawatts of power generation capacity at 16 facilities across North America. An additional 487 megawatts of owned wind generation capacity is under construction or in advanced development in British Columbia, Alberta and Ontario.
- Discovery Labs, Inc. (Nasdaq: DSCO): Representing this biotechnology company, which develops therapies for respiratory diseases, in connection with the completion of underwritten public offerings of common stock and warrants totaling US$46 million, a US$15 million at-the-market equity sales program and a US$35 million committed equity financing facility, as well as with a US$200 million shelf registration.
- Eastcoal Inc.: Advising the Canadian mining company developing its Verticalnaya anthracite mine in the Ukraine, on mining, corporate, securities and financing matters, including in connection with its restructuring under the Bankruptcy and Insolvency Act, Wash Plant Commissioning and Alternative Investment Market listing, bridge-loan facility and earlier private placement financing; the acquisition and financing of both mines; and advising Eastcoal geological and engineering consultants and staff on the requirements for technical reporting under National Instrument 43-101.
- JPMorgan Chase Bank N.A.: Advising this bank as ADR depository bank in connection with the US$323 million IPO of Mobile TeleSystems OJSC on NYSE.
- Largest Polish bank: Preparing legal documentation and legal framework for the Bank’s commodity derivative transactions (client documentation and solutions for the international intra-bank market). This was a ground-breaking process on the Polish market as commodity derivatives where until recently not actively traded in Poland. We were involved in the whole process – from preparing the structure (including intra-bank market and bank-client relationship), through providing analysis of legal environment, to the advice on internal bank regulations (including front office, middle-office and back office).
- OJSC Sofrinskiy Experimental Mechanical Plant: Advising on the establishment of a GDR (Global Depositary Receipts) program and the listing of the GDRs at the Entry Standard of the Frankfurt Stock Exchange (March 2011). Sofrinskiy is a Russian producer of welded tin cans and one of the country’s leading manufacturers. Sofrinskiy was assisted by our offices in Frankfurt, London, New York and Moscow.
- One Liberty Property (NYSE: OLP): Representing this real estate investment trust in an underwritten public offering of US$40.8 million in common stock and two shelf registrations totaling US$300 million.
- PharmAthene (AMEX: PIP): Representing this biodefense company, which develops medical products, in connection with its underwritten public offering of US$17.3 million in common stock and four registered direct offerings totaling US$17.5 million in common stock and warrants, as well as with a US$100 million shelf registration, a US$50 million shelf registration and two resale shelf registrations totaling US$23.8 million.
- PKO BP, Pekao SA, BZ WBK, Bank Handlowy (Citibank) and Nordea Bank Polska: Advising a consortium of five banks on a bond issuance programme for PLN 4 billion (ca.€950 million) which will cover all the investment needs of the ENEA Capital Group. One of the largest bond issuance programs on the Polish market, vital for future investments in the energy sector.
- Shaw Communications Inc.: Advising on an offering of 6.75% senior unsecured notes due 2039 for gross proceeds of C$400 million and on an offering of Cumulative Redeemable Rate Reset Class 2 Preferred Shares, Series A for gross proceeds of C$300 million.
- Shaw Communications Inc.: Counsel to Shaw Communications Inc. on its public offering of $800 million aggregate principal amount of senior unsecured notes issued in two tranches: a $500 million aggregate principal amount of 4.35% senior notes, and a $300 million aggregate principal amount of floating rate senior notes
- Tauron Polska Energia: Advising on a bond issuance program for PLN 4.3 billion amended in June 2012 on a PLN 7.05 billion bond issuance program. Our leading market reputation has led to our presence on mega-mandates such as this one in Poland. The main goal of the program is to finance the investment plans of the Tauron Group. Tauron is among the largest players in the energy sector in Poland. This investment program is vital to the development of both the Tauron Group and the energy sector in Poland as a whole.
- Tembec Industries Inc.: Advising on a variety of transactions, notably the $98.5 million sale of its OSB business to Jolina Capital Inc., the acquisition of St-Anne-Nackawic Pulp Mill by AV Nackawic Inc. (controlled by Tembec Inc. and by Aditya Birla Group of Mumbai) and the joint reorganization with Domtar of key sawmills in Northeastern Ontario. This last transaction required innovative real estate structures in order to address environmental liability matters.
December 1, 2014
Ten Firm practices were included among Law360's lists of the Top 100 largest global practices, with five earning top-five rankings. The Real Estate, M&A and Insurance practices were each ranked fourth in their respective categories, while the Restructuring, Insolvency and Bankruptcy practice and the Environmental and Natural Resources practice were ranked fifth in the Bankruptcy category and the Environmental category, respectively. Firm practices also earned spots among the top 25 in the Securities and White Collar, Competition, Employment, IP and Product Liability categories. Read more
October 21, 2014
September 22, 2014
The Canadian dollar high yield market continues to provide flexibility to public dividend-paying issuers to implement and maintain their distribution policies through specific and customized dividend baskets that are in addition to an issuer’s general restricted payment basket and other customary baskets and exceptions.1 This flexibility has also been available not only to the darlings of the high yield market (those with the highest of the high yield credit ratings) but to lower rated issuers, with growing examples of B-rated public issuers negotiating broad and flexible dividend baskets. Read more
September 18, 2014
The US Consumer Financial Protection Bureau (CFPB) continues its efforts to expand its supervisory authority. On September 17, 2014, the CFPB issued a proposal to supervise "larger participants" in the auto finance market. Under the proposal, the CFPB would examine nonbank auto finance companies that have at least 10,000 aggregate annual originations (including refinancings), as well as acquisitions or purchases, of auto loans and leases, in the previous calendar year. Read more
The Canadian Securities Administrators (“CSA”) have announced that they intend to publish a new proposal for changes to the regulation of take-over bids, replacing the two alternative proposals published for comment in March 2013. One of the previous proposals was put forward by the entire CSA and addressed shareholder rights plans specifically, while the Quebec Autorité des marchés financiers (“AMF”) had presented for consideration a less regulatory framework dealing with take-over defensive tactics generally. The new proposal calls for amendments to the take-over bid legislation which would not change the existing CSA policy on take-over defensive tactics but would alter the rules of the take-over game to address long-standing concerns that the current regulatory regime tilts the playing field too far in favour of hostile bidders, impeding the ability of target boards to exercise their fiduciary duties in defending against bids and pursuing superior alternatives. Read more
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News and Events
Recent Press Releases
December 11, 2014
November 25, 2014
Dentons Canada LLP is pleased to announce that three prominent lawyers have joined the Firm; Jillian Frank as Partner; and Claude Marchessault and Tejbir Sandhar, both as Counsel. Based in Vancouver, these lawyers bring expanded depth and expertise to Dentons in each of their respective areas of practice. Read more
November 11, 2014
Dentons Partner, Adam Mycyk, spoke at the Fifth Ukrainian Investment Forum “Evolution After Revolution” which took place at the Fairmont Grand Hotel Kyiv on November 20. The Forum was organized by the CFA Society Ukraine and supported by the CFA Institute. Read more
Dentons Asia has been recognized in five categories by the 2015 Corporate INTL Annual Awards. The Corporate INTL’s annual awards mark excellence for the world’s leading advisers and financiers, commemorating those who have been successful over the past 12 months and have shown excellence not only in expertise but also in service. Read more
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