Overview

Mayer Brown is one of the most active global law firms representing Canadian companies, investment banks, pension plans and private equity funds on transactions in the United States, Asia and Europe. Mayer Brown lawyers assist Canadian financial institutions and corporations with US and international matters (outside of Canada) in a number of areas, including mergers and acquisitions, private equity, capital markets, bank finance and tax matters.

Our Canada-related work involves representing Canadian companies in connection with their transactions in the United States, Europe and Asia (under US or non-Canadian law). We work closely with local Canadian co-counsel to assist our clients in completing their transactions in Canada.

Our capital markets and financial services lawyers work with a number of Canadian banks on their financing transactions, assisting the banks with their offerings of debt securities, covered bonds, bank notes, structured products, commercial paper and other instruments into US and European markets. We also advise the banks on the securities disclosure and compliance matters related to these offerings and to their investment banking and commercial banking activities in the United States and Canada. We represent the banks as derivatives dealers and assist with their compliance with the European Market Infrastructure Regulation (EMIR) and the Markets in Financial Instruments Directive (MiFID) in Europe, and with derivatives transactional matters. Our financial services colleagues also help banks address compliance with the Dodd-Frank Act, including the Volcker Rule, the intermediate holding company requirement and other similar matters.

Mayer Brown is one of the world's leading law firms for securitization and one of only a handful that have securitized virtually every asset type that can be securitized. We offer experienced teams across a broad range of vehicles and asset classes in Canada, regularly representing commercial banks, investment banks, issuers, credit enhancers, liquidity providers, trustees, servicers, underwriters, placement agents and other entities. Many securitization transactions that are commonplace today were first initiated by members of our firm. Our clients  benefit from the know-how we have derived from being extremely well-connected and active across the industry. The combination of the breadth of our client base, the volume of transactions we handle, our extensive representation of, and service as officers of, securitization trade associations, and our extensive daily communication with regulators generates a unique depth of institutional and market knowledge, which we use in the marketplace. 

Our M&A practice is among the largest and most sophisticated in the world, with extensive experience advising clients in Canada on a variety of complex, cross-border and high-profile strategic transactions. We have extensive experience managing cross-border transactions with significant experience coordinating local aspects of cross-border transactions with lawyers from firms with which we have long-standing relationships, or at times, with our clients’ in-house lawyers or local firms designated by our clients. No matter how the transaction team is structured, we take responsibility for ensuring that our clients receive an integrated, high-quality work product.

Praxis

Capital Markets
Mayer Brown has decades of experience in advising issuers and underwriters on U.S. and global offerings by Canadian issuers. Our notable representations include:

  • Representation of CIBC on its SEC registered offerings of debt, equity and structured products for decades.
  • Representation of TransCanada on its SEC registered offerings of debt and equity for decades.
  • Representation of Desjardins Group, as issuer’s counsel, on its US/UK capital markets transactions, including its recent reorganization and global MTN notes offering, which closed in January 2017.
  • Representation of Canada Pension Plan Investment Board (CPPIB), as issuer’s counsel, on its US MTN program (144A/Regulation S) and multiple issuances under the program.
  • Representation of the underwriters on TransAlta’s last SEC-registered offering.

Finance

  • Represented Canadian Imperial Bank of Commerce, as agent, in connection with a revolving credit facility in an amount of $100 million to CCM Hockey Acquisition Ltd.
  • Represented Canadian Imperial Bank of Commerce, as lender, with respect to a Canadian $100 million revolving credit facility, with NextEra Energy Capital Holdings, Inc. as guarantor.
  • Represented an international financial institution N.A., as left lead arranger and administrative agent, in connection with a senior secured revolving credit facility extended to Lippert Components, Inc., a subsidiary of Drew Industries Incorporated, as well as Lippert Components Canada, Inc. and any future foreign subsidiaries that may become borrowers.
  • Represented a Development Finance Institution as lender, in providing a PDP loan facility to TAFGA SA for the purchase of aircraft.
  • Represented Development Finance Institution Bank, in a telecom equipment financing for Mitel Leasing, Inc.
  • Represented Credit Suisse, as administrative agent for the lenders, in the acquisition by US-based Tuscany Holdings GP, LLC and Canada-based Tuscany Limited Partnership, of Tuscany International Drilling, Inc., a Canada-based provider of onshore drilling and support services to companies engaged in oil & gas exploration, development and production. The acquisition was made by virtue of a $155 million debt for equity swap, pursuant to a restructuring plan approved under Chapter 11 of the US Bankruptcy Code, as well as the sale of the Brazil-based assets of Tuscany International Drilling, to an affiliate of Grupo Indalo.
  • Represented Credit Suisse AG, Cayman Islands Branch, as administrative agent, special collateral agent and arranger in connection with its syndicated credit facility to Tuscany International Drilling, a Canadian public company with subsidiaries in Latin America. Credit Suisse was also agent for the debtor-in-possession during the bankruptcy proceeding. A new company organized by the lenders credit-bid a portion of the debt for the assets of Tuscany.
  • Represented Sumitomo Mitsui Banking Corporation, as administrative agent, lead arranger and book manager in a cross-border deal involving Canadian and US entities in a subscription credit facility for Energy Infrastructure Fund II, a private equity fund sponsored by Starwood.
  • Represented Royal Bank of Canada and RBC Capital Partners, as U.S. counsel, in a $50 million ABL and second lien financing to JAG Flocomponents, the largest supplier of pipeline valves in North America.
  • Represented Sharyland Distribution & Transmission Services, L.L.C. (SDTS), in its capacity as the borrower, in entering into a credit agreement with the Royal Bank of Canada, as administrative agent and lender, which credit agreement provides for a term facility and a revolving facility. SDTS is in the electricity transmission business. The credit agreement was entered into as part of a larger financing and restructuring, which raised a total of $155 million for the SDTS family of companies and financed an acquisition and merger, which provided additional transmission capacity.

M&A

  • Represented CIBC in the $5 billion acquisition of PrivateBancorp, Inc. and its subsidiary, The PrivateBank, a middle market commercial bank with $17.7 billion in assets.
  • Represented TransCanada in its $13 billion acquisition of Columbia Pipeline Group, Inc., a Houston, Texas-based company that operates an approximate 15,000 mile (24,000 km) network of interstate natural gas pipelines extending from New York to the Gulf of Mexico, with a significant presence in the Appalachia production basin.
  • Represented a major financial institution in Canada in the sale of BMO Capital Markets GKST, Inc., its municipal bond sales, trading and origination business, to US-based Piper Jaffray Companies, a leading investment bank and asset management firm.
  • Represented Desjardins Group, the largest cooperative financial group in Canada, on the US and international aspects of its acquisition of State Farm’s Canadian property and casualty and life insurance businesses, as well as its Canadian mutual fund, loan and living benefit companies from State Farm Insurance. As a result of the transaction, Desjardins Group will become the second largest property and casualty insurance provider in Canada.
  • Represented Entertainment One in its CAN$225 million acquisition of Alliance Films Inc., a leading independent distributor of films in Canada, the UK and Spain. The transaction creates the largest independent film distributor in Canada and the UK.
  • Represented George Weston, as corporate restructuring counsel, in Weston Foods Canada’s CAN$110 million acquisition of ACE Bakery Limited, a manufacturer and supplier of artisan and European-style breads.
  • We represented JBS S.A. in the acquisition by its subsidiary, JBS Food Canada Inc., of 50 percent of the equity interests of Weddel Limited, a Canada-based privately owned meat producer. Our association firm, Tauil & Chequer Advogados, advised on the Brazilian law aspects of the transaction.
  • Represented Teachers Insurance and Annuity Association of America (TIAA) on the CAN$257 million acquisition of TUSK Energy Corporation, a Canada-based oil and gas exploration company, by Polar Star Canadian Oil and Gas, Inc., a venture indirectly owned by TIAA.
  • Represented GMAC LLC in its CAN$82 million acquisition of all of the outstanding equity interests of certain Canadian subsidiaries of Residential Capital, LLC that own all of the outstanding equity interests of ResMor Trust Company.
  • Represented Nestlé S.A. in its $2.3 billion acquisition of Atrium Innovations, a Montreal-based global leader in nutritional health products, from a group of investors led by Permira Funds.

Structured Finance

  • Represented the initial purchasers in the issuance of USD $635 million of a major financial institution in Canada’s Credit Card Receivables-Backed Notes in the MCCT II 2018-1 transaction.
  • Represented the initial purchasers in the $550 million securitization of CIBC 2017-2 credit card receivables (CARDS II 2017-2).
  • Represented initial purchasers in a $750 million private securitization of asset-backed notes backed by auto loans and sponsored by a major financial institution in Canada (Canadian Pacer Auto Receivables Trust 2017-1).
  • Represented HSBC Securities (USA) Inc., CIBC World Markets Corp., Citigroup Global Markets Inc. and UBS Securities LLC as the Lead Managers in the issuance by Canadian Imperial Bank of Commerce of USD 1.75 billion 2.35% Series CBL17 Covered Bonds due July 27, 2022 under the CAD 20 billion Global Covered Bond Programme.
  • Represented RBC Capital Markets, LLC, CIBC World Markets Corp., Scotia Capital (USA) Inc. and TD Securities (USA) LLC in connection with the offering of CAD $507 million asset-backed notes secured by auto leases and issued by MBARC Credit Canada Inc.
  • Represented RBC Capital Markets LLC as placement agent, and Royal Bank of Canada as warehouse lender, in connection with the issuance and sale of $509.2 million of CLO securities.
  • Represented Royal Bank of Canada, as lender and facility agent, in a $275 million private student loan transaction.
  • Represented the Royal Bank of Canada, as lender, under a warehouse loan facility and RBC Capital Markets, LLC, as placement agent, in a takeout collateralized loan obligation. In addition, we represented the borrower, co-issuers and collateral manager on certain US law matters.
  • Represented Caisse Centrale Desjardins du Québec, as issuer, in a EUR – Euro 5 billion Global Covered Bond Programme.
  • Represented the sellers, a large global steel company, in relation to the sale of trade receivables denominated in US dollars and Canadian dollars originated by certain subsidiaries (both US and Canadian) of the seller.