b'Oldie but Goodie at PlayNational Bank of CanadasAcquisition ofCanadian Western BankCross-border bank mergers are rare. Here, the complexity lay not only in size and structure but in the large base of U.S. shareholders in both institu-tions. We serve as U.S. counsel to National Bank of Canada. We assisted the bank in its acquisition of Canadian Western Bank (CWB), a share exchange transaction valued at approximately C$5 billion that reinforced National Banks position as one of the largest banks in Canada. National Bank needed to issue freely transferable stock to U.S. holders of CWB shares without triggering Exchange Act reporting obligationsan uncommon feat, requiring careful navigation of U.S. securities laws and coordination with Canadian counsel, McCarthy Ttrault. To facilitate this, we helped National Bank file a Form F-80, registering up to $1 billion in common stock to be issued to CWB shareholders under the U.S.-Canada Multi-Jurisdictional Disclosure System (MJDS). This was the first such filing since 2018. For CWB preferred shareholders, we structured an exchange offer, providing them National Bank preferred securities, relying on yet another rarely used approach. We relied on Rule 802 under the Securities Act, allowing for the unregistered exchange of securities of a foreign private issuer.At the same time, we advised on a C$1.5 billion equity raise, structured as an underwritten public offering in Canada and a Rule 144A private place-ment in the United States, as well as on the Tier 1 Capital reorganization and amalgamation, including the preferred share exchange and consent solicitations to redeem limited recourse capital notes. The use of the MJDS form and the cross-border tender exemption allowed both U.S. and Canadian shareholders to participate fully in the merger and exchange offers. The transaction demonstrates how careful cross-border structuring supports large-scale consolidation in the highly regulated financial services sector.11'