WWW.LEXPERT.CA
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2017
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LEXPERT 19
Gropper, QC, Mitchell H. Farris, Vaughan,
Wills & Murphy LLP (604) 661-9322 mgropper@farris.com
Senior partner Mr. Gropper, QC, has extensive corporate and securities
practice with emphasis on complex transactions including corporate finance,
reorganizations, M&A and advice to boards of directors. He has developed
innovative financing structures, including income funds and stapled securities
and has represented issuers and others in IPOs and public/private
securities offerings.
Grieve, QC, John F. Fasken Martineau DuMoulin LLP
(604) 631-4772 jgrieve@fasken.com
Mr. Grieve is the past chair (2007 to 2017) of the firm's Insolvency
& Restructuring Group. His practice is focused on complex commercial
reorganizations under the BIA, CCAA and CBCA with an emphasis on capital
restructuring and utilization of tax losses. His expertise is recognized by top
legal publications globally. His clients include all of the major banks
and restructuring firms.
Graves, Brian Fasken Martineau DuMoulin LLP
(416) 865-4517 bgraves@fasken.com
Mr. Graves, partner, is a member of the Global Mining Group. He advises
on mergers & acquisitions, corporate finance, commercial & securities law
matters. He acts as counsel on take-over bids, plans of arrangement, asset
& share purchases, public & private securities offerings and stock exchange
listings, and commercial arrangements such as metal streaming, royalties
and joint ventures.
Gorman, William (Bill) Goodmans LLP
(416) 597-4118 wgorman@goodmans.ca
Mr. Gorman practises securities law with an emphasis on domestic and
cross-border corporate finance and M&A. He acts on public and private
securities offerings and has been extensively involved in the development
of the Canadian REIT sector. He has recently played a leading role in the IPOs
of, and qualifying acquisitions for, a number of special purpose acquisition
corporations in Canada.
Gilbert, Mindy B. Davies Ward Phillips & Vineberg LLP
(416) 367-6907 mgilbert@dwpv.com
Ms. Gilbert has extensive experience leading domestic and cross-border
offerings of debt and equity, private and public M&A and private equity–
related transactions. She regularly provides advice to public companies
in a variety of industries in connection with their ongoing corporate
governance and securities law compliance obligations.
Ghikas, Matthew Fasken Martineau DuMoulin LLP
(604) 631-3191 mghikas@fasken.com
Mr. Ghikas is a partner in the firm's Litigation & Dispute Resolution Group.
He acts for clients in energy, natural resources and other regulated
industries. His experience includes revenue requirements applications,
capital project approvals, rate design, cost of capital/return on equity,
performance-based regulation, environmental assessments and compliance
with electric reliability standards.
LEXPERT RANKED LAWYERS
their shares until the acquisition closes. (e quali-
fying acquisition must be approved by a majority
vote of the shareholders.)
Each share comes with a warrant. If the SPAC
appreciates in secondary-market trading following
the qualifying acquisition, the warrant holder has
the benefit of being able to buy additional shares
at the fixed price, or exercise price, before the war-
rant's expiry date.
For the investor, says Pincus, "it's heads, I win;
tails, I don't lose. Because if I redeem, I've got my
money back, and still I've got this warrant. And if
the SPAC does very well, this warrant has value in
it. e warrant and the shares are separable."
Although originally conceived of as a private-
equity play for the retail investor, a SPAC IPO
tends to attract hedge-fund interest due to the
detachable warrants. e hedge funds intend to
redeem their shares while hoping, says Marshall,
that "enough shareholders stay in so that the trans-
action goes forward, and then the warrants come
into the money. It's an infinite return, because it's a
zero investment. It's perfectly hedged."
Whereas the initial SPACs in Canada were gen-
eric, the more recent ones have aimed at specific
sectors and geographic areas. For example, Gibral-
tar Growth Corp. targets North American con-
sumer businesses, Avingstone Acquisition Corp.
focuses on hospitality and related real estate op-
portunities in the Americas and Europe, while
Kew Media Group Inc. concentrates on inter-
national media production and distribution busi-
nesses, with an emphasis on Canada, the United
States and the United Kingdom.
Retail investors can derive comfort from this
shi toward sector-specific SPACs, says Yaskiel.
e investor thinks, "It's a space I might be inter-
ested in investing in. I don't know the specifics
of the target, but at least I know the sponsors or
founders have familiarity with that space, so I have
confidence they'll find the right thing, as they've
been successful in the past."
Acasta Enterprises Inc. has been the largest
SPAC in Canada to date, raising $450 million and
doing three acquisitions simultaneously with an
enterprise value of $1.2 billion. Alignvest Acquisi-
tion Corp. raised about $259 million and did one
transaction. "at might give impetus, as the suc-
cess of those [acquisitions] is monitored, for more
players to get into the market," says Yaskiel.
Having been involved in the first six SPACs in
Canada — on behalf of either the issuer or the
underwriter — Romano says the ideal SPAC IPO
for the Canadian market is $150 to $250 million.
is facilitates a qualifying acquisition with a mar-
ket value at least two or three times that amount.
Typically, the transactions are a combination
of cash and shares of the SPAC, says Pincus. "And
typically also, the SPAC will go out and raise more
