28 | LEXPERT • June 2015 | www.lexpert.ca/usguide-corporate/
«
EXCHANGEABLE SHARE STRUCTURES
aforementioned structural limits, the consolidated financial posi-
tions of the Partnership and QSR will remain identical in all material
respects, and QSR will not have any business other than through its
interest in the Partnership.
In the course of the application process, the regulators raised nu-
merous novel issues such as whether both the QSR common shares
and the exchangeable units should have "coattail provisions"; whether
the issuance of voting preferred shares by QSR would result in the
QSR common shares being characterized as "restricted securities";
and whether coattail provisions should attach to the QSR common
shares and the Partnership's exchangeable units in the event of an ac-
quisition of the voting preferred shares.
Although all these issues were ultimately resolved, as reflected in
the decision granted on October 31, 2014, the next issuer to come to
market with exchangeable shares, conventional or otherwise, or vot-
ing preferred shares can expect to confront the same issues.
»
David is a partner in the Capital Markets and Mergers & Acquisitions practices,
focusing on domestic and cross-border debt securities off erings (both high yield and
investment grade). He has extensive experience representing Canadian and U.S.
public companies, investment banks, private equity and other investors on a broad
range of capital markets and M&A transactions. ese transactions include initial
and follow-on public off erings, private placements, private investments, negotiated
merger transactions and hostile and supported takeover bids; they involve a broad
range of industries, including media & telecommunications, mining, forest products
and energy. David also regularly provides advice to public companies on their
Canadian disclosure, governance and other securities and corporate law obligations.
»
Patricia is a senior partner in the Corporate/Commercial, Mergers & Acquisitions,
Capital Markets and Mining practices. She advises domestic and foreign acquirers,
targets, hedge funds, special committees and investment banks in M&A
transactions, shareholder activism and corporate governance. Patricia represents
issuers and underwriters in some of Canada's most complex and innovative
fi nancing transactions. She specializes in public market derivatives, the development
of innovative structured debt and equity products, high-yield debt fi nancings and
Multijurisdictional Disclosure System off erings. She is a past member of Davies'
management committee and a member of Davies' China practice. She is also an
adjunct professor at Osgoode Hall Law School.
David
Wilson
Davies Ward
Phillips &
Vineberg LLP
Tel: (416) 863-5517
Fax: (416) 863-0871
Patricia
Olasker
Davies Ward
Phillips &
Vineberg LLP
Tel: (416) 863-5551
Fax: (416) 863-0871
dwilson@dwpv.com
polasker@dwpv.com
"There are some
differences in the economic rights
of exchangeable units and QSR common
shares that are not present in a conventional
exchangeable structure."
