Lexpert Special Editions

Special Edition on Corporate 2017

The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.

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WWW.LEXPERT.CA | 2017 | 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

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