Lexpert Magazine

April/May 2017

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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LEXPERT MAGAZINE | APRIL/MAY 2017 11 POINT-OF-SALE lender Financeit start- ed off in 2011 servicing a market (small and mid-size business owners) that the big banks wouldn't touch in the wake of the fi- nancial crisis. Now Financeit has closed its first acquisition — from one of those very same banks. e company formed a lend- ing partnership with Concentra in April 2016, and announced its $339-million acquisition of TD Bank Group's indirect home improvement financing assets a scant six months later. at deal included pur- chasing 800 merchant-dealer agreements — including retailers like Home Hard- ware. Once the dust settles on the transi- tion, which involved staged closings and migrating data from two distinct IT sys- tems, Financeit will service around 45,000 existing TD consumer loans. In an environment where agile fintechs are increasingly partnering up with exist- ing financial institutions, collaboration was key. Peter Epp of Financeit, Jason Magid of Concentra and Gus Karantzoulis, a BLG partner with extensive experience in lend- ing, give us a look at how it all went down. LEXPERT: We hear a lot about big banks acquiring assets from fintechs but not the other way around. How did this transac- tion come about? Peter Epp (Executive VP and GC, Financeit): We had been seeking a significant oppor- tunity to advance our goal of becoming the #1 home improvement financing provider in Canada and this acquisition presented an important stepping stone that helped us move into the fast lane. I need to give credit to our CEO Michael Garrity for, of course, together with Concentra, identifying — and driving us to complete! — this really synergistic solution. Jason Magid (VP, Legal Counsel, Concen- tra Bank): Concentra and Financeit had already established a strategic partner- ship, which facilitated Financeit's national growth strategy and our objective of ex- panding the wholesale financing solutions and investments it provides credit unions. So when the opportunity to acquire TD's portfolio presented itself — as TD wanted to focus on core strengths and streamline efficiencies — it was a natural extension of the pre-existing relationship between the parties. We also viewed this as an opportu- nity to accelerate business strategy to seek growth within the consumer financing market and diversify. LEXPERT: Why was it important for Finan- ceit to have a partner like Concentra? Epp: As this was a pioneering transaction, it was important for us to strategically collab- orate with an established player like Con- centra. We saw the potential to introduce the benefits of the Financeit solution to credit unions and caisses populaires across Canada, in turn enabling our merchant The Role Reversal partners nationwide to take advantage of our cloud-based platform for secure, point- of-sale lending to consumers from any web- enabled device, including instant online credit decisions as well as paperless in-field loan origination through to end-of-loan lifecycle servicing. Magid: Both parties bring complementary strengths to their collaboration. Financeit provides Concentra with access to a supe- rior point-of-sale financing platform and immediate access to an asset class where, historically, the credit union sector has been under-represented. With Concentra's lending capital, Financeit significantly in- creases its origination capacity and access to the credit union system. LEXPERT: Fintechs have generally ben- efited from a lower level of regulation than banks, right? Gus Karantzoulis (Borden Ladner Gervais LLP, for Concentra Bank): Yes, that's right. However, these types of strategic partner- ships force fintechs to meet the higher regulatory standards of the lenders backing them. is transaction was no different. Epp: TD and Concentra are subject to the myriad regulations that govern OSFI- regulated financial institutions, many of which, as a loan originator and servicing agent of Concentra and other banks, we also need to observe. In our own right, Financeit is also subject to, and we needed to ensure compliance with, among other things, consumer protection legislation right across the country and privacy and anti-spam regulations. LEXPERT: How would you characterize the negotiations? e transition? Epp: We certainly had some interesting and challenging issues — both commercial Financeit and Concentra Bank acquired a business unit of TD. A unique model is born INTERVIEW BY GENA SMITH Peter Epp EVP, General Counsel, Financeit Jason Magid VP, Legal Counsel, Concentra Bank Gus Karantzoulis Borden Ladner Gervais LLP (for Concentra Bank) ON THE DEAL

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