Lexpert Magazine

LEXPERT MAGAZINE | SEPTEMBER 2016 13 tal markets and the breadth of financing transaction structures it has employed over the past few years have resulted in Trans- Canada's internal legal and broader financ- ing team having highly developed financ- ing, structuring and execution expertise. TransCanada's finance law team has expertise in all forms of capital-markets deals and is responsible for general transac- tion coordination both internally and with Blakes and Mayer Brown. Internal and ex- ternal counsel have developed a common understanding of expectations regarding documentation responsibilities, commu- nication approaches and execution expec- tations. For certain transaction types that TransCanada has executed on multiple times, such as preferred-share and conven- tional debt financings, TransCanada leads on documentation and looks to Blakes and Mayer Brown to provide general support, and to collaborate in discussing any pro- posed changes to deal structure, market developments, securities law changes and matters of that nature. When TransCana- da looks to implement transactions that are more novel, such as its 2015 Formosa bond offering, or its 2015 TransCanada Trust hybrid offering, Blakes and Mayer Brown are asked to take on greater shared roles with the TransCanada internal team in document development, issue mitigation and transaction execution. Norton Rose and Paul, Weiss regularly act for the under- writers on TransCanada financings, and their familiarity with the company and its internal and external teams, as well as their deal experience, contributes to seamless transaction execution. LEXPERT: What would you say was the most challenging aspect of arranging this financing? Deal Team: e most challenging aspect of arranging the capital-markets and credit financings were managing the myriad demands of the financing preparations, including disclosure document dra- ing, negotiation of terms of key financing agreements, diligence and translation with both a necessarily tightly controlled, yet multi-party, deal team and the uncertain- ties typical of an M&A deal of this nature regarding the pace and outcomes of deal negotiations. As is not uncommon, the parties at times found themselves moving apart dur- ing deal negotiations, then finding "break- throughs" that accelerated transaction timelines, and irrespective of this cadence on the M&A side of the transaction, the fi- nancing plan had to adapt to such changes and be ready when needed to allow the par- ties to execute. LEXPERT: Being a part of one of the largest such financings in Canadian history, what have you learned that you can apply to the next big finance deal? Deal Team: e internal legal team at Trans- Canada ... noted that, as an issuer, you can never be too prepared. TransCanada does financings on an opportunistic basis so they have things like a financing diligence data site ready to go on an "evergreen basis." ... ey also highlighted the value of a well- coordinated internal team. Transactions of this nature draw in a variety of players in- cluding members of the legal, finance, tax and investor-relations teams — dedicated people who understand the big picture and value effective communication. Blakes echoed the comment regarding the critical importance of clear and regular communications, noting that acquisition- related financings demand careful plan- ning and integration of the M&A advisory team and the financing advisory team, as the former can oen involve an unpredict- able timeline. ... Ultimately, if the M&A begins to solidify, it is essential that the financing structure be implementable, and so regular deal team updates, careful time- line management and the ability to deal ef- fectively with emergent issues is critical. (For a summary and full list of legal advi- sors, visit lexpert.ca.) ON THE TREND Share Repurchasing at Decade Low An analysis of share repurchasing (where issuers buy back shares to fortify earnings per share) reveals that we've hit a trough. In the 12 months to June 30, 2016, Canadian companies bought only US$8.3 billion of their own shares. The only comparable period was during the financial crisis of 2008 and 2009, when US$10.2 billion in shares were repurchased. GRAPHIC BY DAVID DIAS; SOURCE: THOMSON REUTERS | ANALYSIS ON RECENT TRANSACTIONS |

• Cover
• front
• back