b'A Simultaneous Equity RaiseAt the same time, the team advised on a C$1.5 billion equity raise, structured as an underwritten public offering in Canada and a Rule 144A private placement in the U.S., as well as on the Tier 1 Capital Reorganizationincluding the exchange of preferred shares and consent solicitations to redeem limited recourse capital notes.Full Shareholder ParticipationThis use of SEC forms and MJDS exemptions allowed both U.S. and Canadian shareholders to participate fully in the merger and exchange offers. The transaction demonstrates how careful cross-border structuring can support large-scale consolidation in a highly regulated industry.A First in YearsBy leveraging rarely used securities mechanisms, National Bank became the first Canadian financial institution since 2018 to utilize Form F-80 and Rule 802 in tandema technical and legal achievement underscoring Mayer Browns cross-border securities expertise and longstanding relationship with the bank.29'