Corporate

Prinslaw Associates has decades of experience helping financial institutions comply with the complex framework of all levels of government regulation across the globe. Since the early developments of the financial crisis, we have worked with our clients to help them access emergency funding, seize market opportunities, mitigate risk and navigate the increasingly complex and ever-changing regulatory environment. We can advise you on all aspects of financial services reform, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the Consumer Financial Protection Bureau in the US, the Financial Services Act 2012 and the Financial Services (Banking Reform) Bill in the UK and Basel III. This advice covers a broad range of issues arising out of the legislation that is fundamental to your core strategies, such as changes to capital requirements and restrictions on trading activities involving commodities, securities, currencies and derivatives. 

Our experience spans domestic and international banks and other financial institutions on a wide variety of corporate transactions in both developed and emerging markets. Whether you are an issuer or underwriter of equity and debt securities in public and private securities offerings, exchange offers and tender offers, we have a team that can support you. Our lawyers are skilled at structuring securities offerings to ensure the best regulatory capital treatment. 

We also regularly advise investors in bank capital, particularly regarding the change in bank control and holding company laws that might be triggered as a result of those investments. Our lawyers have extensive experience in guiding financial institutions, and investors in financial institutions, through all forms of strategic transactions, including: whole bank acquisitions, branch purchases and sales, loan portfolio purchases and sales, strategic investments including private equity participation, and line of business transactions. 

We understand the corporate, regulatory, securities and fiduciary issues involved in the full variety of these transactions, and we regularly counsel management and boards of directors in navigating often complex transactions. Our lawyers also understand the changes in consumer protection rules affecting the provision of banking, payment and investment services and the need for clarity and fairness when dealing with consumers. We have the capability to assemble a diversified but integrated team to cover every aspect of any transaction, including: compliance with domestic and international securities and banking laws, as well as corporate governance, tax and compensation and benefits matters.

Experience

• Virgin Money: Advising on its recommended offer for Church House Trust PLC (now renamed Virgin Bank Limited).

The global movement of capital and the internationalization of clients have converged with rapid and complex changes in securities regulation across the globe. As a securities industry participant, it is critical to your business success to ensure that your operations and personnel meet ever-changing regulatory requirements related to clients, products, disclosure and training.

At Prinslaw Associates, our global experience of working with broker-dealer clients and other financial services companies, as well as our relationships with key regulators, allows us to guide you through the myriad regulatory requirements that impact your businesses on a local, regional, national and international scale—today and in the future.

Whether you are planning a new business venture or are an established financial services company, our lawyers will work with you and your teams to ensure that your operations are in compliance with the regulations applicable to it across the globe—allowing you to focus on your business success.

Our lawyers can help you with:

• Initial and ongoing registration of your firm and its representatives
• Developing and implementing compliance policies and procedures
• Compliance with securities and financial services regulations, including SEC, FINRA, FSA and the Canadian securities regulatory regime for broker-dealer registration
• Staff training and education
• Compliance audits
• Regulatory investigations and enforcement proceedings

From sensitive non-disclosure to complex cooperation agreements, contracts need to be tailored to reflect the position of the parties with a sufficient level of precision so that risk is contained and commercial interests are secured. In particular, when agreements touch upon regulated markets, specific industries or have cross-border or foreign law elements, Prinslaw Associates’ resources, sector expertise and global reach add value.

Our lawyers have the know-how and instincts required to provide for and ensure your rights—in the most sophisticated industries, in new and emerging legal environments and in highly mature markets. The breadth of our experience means we know what to expect and we know what is likely to be an issue. We forewarn you and we know the optimal solutions.

We also routinely bring together experts from different practices and jurisdictions to provide expert-level input on a matter. This may be at the negotiation, contract management or dispute stage.

Experience

• AltaGas Ltd.: Advising on regulatory, commercial, and construction procurement matters and the development of the 195 MW Forrest Kerr Hydro-Electric Project and Northwest Transmission Line Project in British Columbia.
• DragonWave Inc.: Advising on its acquisition of Nokia Siemens Networks’ microwave transport business, including its associated operational support system and related support functions, and new credit facilities from Comerica Bank and EDC to support the acquisition and working capital requirements in the amount of up to US$60 million.
• Eastcoal Inc.: Advising the Canadian mining company developing its Verticalnaya anthracite mine in the Ukraine, on mining, corporate, securities and financing matters, including in connection with its restructuring under the Bankruptcy and Insolvency Act, Wash Plant Commissioning and Alternative Investment Market listing, bridge-loan facility and earlier private placement financing; the acquisition and financing of both mines; and advising Eastcoal geological and engineering consultants and staff on the requirements for technical reporting under National Instrument 43-101.
• Golden Predator Corp.: Advising the Canadian exploration and development company with one of the largest controlled land positions in the Yukon, in connection with its C$35 million loan facility with RK Mine Finance for production financing, including offtake agreements and on its Brewery Creek acquisition from Alexco Resource Corp. Advising Golden Predator geological and engineering consultants and staff on their ongoing technical reporting requirements under National Instrument 43-101.
• International distributor: Advising on the format licensing, development, production, financing and distribution of the television series The Real Housewives of Vancouver.
• Several American and foreign based franchise systems: Advising on their expansion plans in Canada through MasterFranchise and other similar development agreements.
• Several US-based animation and visual effects companies: Advising on the establishment of their Vancouver studios, including filing notifications and obtaining the necessary approvals under the Investment Canada Act, arranging for work permits and immigration clearances for key foreign workers, preparing forms of employment agreements, non-disclosure agreements and labour policy manuals, construction and leading advice, and providing cross-border tax planning.
• Two significant Quebec based QSR restaurant chains: Advising on their national and international expansion plans.

Today’s debt capital markets are more varied and complex than ever before. Whether you’re acting as an issuer, arranger, underwriter, dealer or lead manager, fund or investment manager, servicer, trustee or agent, rely on the seasoned global team at Prinslaw Associates for sophisticated advice at every stage of the process.

Gain the broad insight of our interdisciplinary approach, which unites our expertise in capital markets and key industry sectors and our extensive international presence. We have advised clients in transactions involving the full spectrum of international and domestic debt offerings, including:

• Medium-term note programs
• Eurobonds (including Maple Bonds and Yankee Bonds)
• High-yield bonds
• Sukuk
• Convertible and exchangeable bonds
• Consent solicitations
• Tender offers
• Asset-backed, mortgage-backed and esoteric securitizations
• Structured products (including collateralized loan obligations, collateralized debt obligations, and other credit- and equity-linked notes)
• Project finance bonds
• Sovereign debt offerings
• US municipal bonds
• Loan participation notes
• Variable funding notes

From listed capital market offerings to private placements and structured products, Prinslaw Associates’ expertise and commitment can make your transaction a success.

More About Debt Capital Markets

• Corporate Debt
• Islamic Finance
• Public Finance
• Sovereign Debt

Experience

• Boralex Inc.: Advising on the acquisition of Boralex Power Income Fund (the Fund). Boralex is a major independent power producer whose core business is the development and operation of power stations that generate renewable energy. Unitholders of the Fund tendered more than 73 percent of the outstanding trust units of the Fund into the tender offer of a wholly-owned subsidiary of Boralex in consideration for, at the election of each unitholder, (a) US$5.00 in cash or (b) 0.05 of a US$100 principal amount of 6.75% convertible unsecured subordinated debentures of Boralex (the Debentures), for each trust unit of the Fund. Subsequently, the Fund and an indirect wholly owned subsidiary of Boralex effected a business combination under Québec law and the Fund became an indirect wholly owned subsidiary of Boralex. The transaction valued the Fund at approximately US$226.5 million. Boralex issued US$135 million aggregate principal amount of Debentures as part of the consideration for the trust units of the Fund and the cash portion of the consideration was funded from the issuance of US$95 million aggregate principal amount of Debentures on a bought-deal basis. The transaction was unanimously approved by the board of directors of Boralex and board of trustees of the Fund, with the non-independent trustees of the Fund abstaining from voting thereon. BMO Capital Markets was retained by the Fund in order to deliver a formal valuation of the Fund’s units and the Debentures.
• Citi Trust Company Canada: Advising on Air Canada's US$714,534,000 Pass-Through Certificates Series 2013-1 - the first financing in Canada using Enhanced Equipment Trust Certificates (EETCs) under the Cape Town Convention enacted by Parliament (effective April 1, 2013).
• DragonWave Inc.: Advising on the acquisition of Nokia Siemens Networks’ (NSN) microwave transport business, including its associated operational support system and related support functions, and new credit facilities from Comerica Bank and EDC to support the acquisition and working capital requirements in the amount of up to US$60 million. The acquisition was a highly complex multijurisdictional transaction which, after an initial announcement in November 2011, was substantially renegotiated following the announcement of NSN's global restructuring in May 2012. The transaction was multidisciplinary and included the acquisition of intellectual property and other assets, outsourcing, equipment leasing, new strategic supply and R&D collaboration agreements between DragonWave and NSN, as well as the transfer of contract manufacturing and third-party supplier arrangements, establishment of new global subsidiaries including in Luxembourg, Italy and China, and tax and securities laws advice.
• Financial institution: Advising the underwriter in the $66 million residential mortgage-backed securities issuance by a Latvia-based development fund.
• Financial institutions firm : Advising the underwriter in a Caribbean government's $300 million note offering.
• Getin Noble Bank: Advising on the public bond issuance of PLN 1 billion (ca.€250 million). This is one of only two public bond issuances in Poland in recent years aimed at individual investors. The other was by the Warsaw Stock Exchange (Gielda Papierów Wartosciowych w Warszawie SA).
• Global investment bank: Advising in the underwriting of a Dominican Republic real estate and tourism development company's issuance of $250 million of 9.625% in Senior Secured Notes.
• Guernsey investment company : Representing in the €600 million Euronext listing and US 144A offering of shares.
• Millar Western Forest Products Ltd.: Acting as co-counsel on its issuance of US$210 million in senior notes.
• PKO BP, Pekao SA, BZ WBK, Bank Handlowy (Citibank) and Nordea Bank Polska: Advising a consortium of five banks on a bond issuance programme for PLN 4 billion (ca.€950 million) which will cover all the investment needs of the ENEA Capital Group. One of the largest bond issuance programs on the Polish market, vital for future investments in the energy sector.
• Shaw Communications Inc.: Advising on an offering of 6.75% senior unsecured notes due 2039 for gross proceeds of C$400 million and on an offering of Cumulative Redeemable Rate Reset Class 2 Preferred Shares, Series A for gross proceeds of C$300 million.
• Shaw Communications Inc.: Counsel to Shaw Communications Inc. on its public offering of $800 million aggregate principal amount of senior unsecured notes issued in two tranches: a $500 million aggregate principal amount of 4.35% senior notes, and a $300 million aggregate principal amount of floating rate senior notes
• Tauron Polska Energia: Advising on a bond issuance program for PLN 4.3 billion amended in June 2012 on a PLN 7.05 billion bond issuance program. Our leading market reputation has led to our presence on mega-mandates such as this one in Poland. The main goal of the program is to finance the investment plans of the Tauron Group. Tauron is among the largest players in the energy sector in Poland. This investment program is vital to the development of both the Tauron Group and the energy sector in Poland as a whole.
• Technikabank: Representing this major Azerbaijani bank on the first successful Eurobond issuance of any entity in Azerbaijan, based on a listing on the London Stock Exchange.

Tapping into the global equity capital markets is a complex business, filled with challenges and opportunities. To find the right path and ensure access to the funding and transactions necessary to achieve your goals, you need a proven partner who understands a shifting landscape.

Prinslaw Associates has the depth of experience and vision necessary to help you minimize risk and maximize opportunities in the fast-moving global equity capital markets. Our team offers insight and expertise in equity fundraising and other stock exchange transactions, and we can assist in the efficient, proactive delivery of IPOs and secondary listings for both issuers and their advisors.

Only a firm with global reach can truly develop an integrated strategy, whether your transactions happen in North America, Europe, the Middle East, Asia or beyond. From reverse takeovers, secondary offerings or regulatory advice, to tax-advantaged securities, debt issuances and shareholder activism, Prinslaw Associates can help you stand on solid ground.

Experience

• A&D Pharma: Advising the largest integrated pharmaceutical wholesale and retail business in Romania in connection with its admission to trading on the Main Market of the London Stock Exchange. The project received the Deal of the Year Award from the Diplomat monthly publication and is the first listing of a Romanian company to the Main Market of London.
• Arawak Energy: Advising on its listing on the London Stock Exchange.
• Cadogan Petroleum plc: Advising a UK-registered oil and gas company with onshore assets in Ukraine on its £150 million IPO and listing on the main market of the London Stock Exchange.
• Capital Power: Advising on the completed sale of 9.2 million common shares of Capital Power to EPCOR at an offering price of C$24.40 per common share for aggregate gross proceeds to EPCOR of C$224,480,000. The aggregate offering was comprised of an offering of 8.2 million common shares at C$24.40 per share together with the underwriters’ exercise of an over-allotment option for the sale of an additional one million common shares at C$24.40 per share. The underwriting syndicate for the offering was co-led by CIBC World Markets Inc. and RBC Capital Markets. EPCOR’s wholly owned subsidiaries build, own and operate electrical transmission and distribution networks, water and wastewater treatment facilities, and infrastructure in Canada and the US. EPCOR is headquartered in Edmonton, AB. Capital Power is a growth-oriented North American power producer, also headquartered in Edmonton, AB. The company develops, acquires, operates and optimizes power generation from a variety of energy sources. Capital Power owns more than 3,300 megawatts of power generation capacity at 16 facilities across North America. An additional 487 megawatts of owned wind generation capacity is under construction or in advanced development in British Columbia, Alberta and Ontario.
• Germany based property company : Advising a Germany-based property company in a €75 million issuer tender offer.
• Guernsey investment company : Representing in the €600 million Euronext listing and US 144A offering of shares.
• Haywood Securities Inc.: Advising in connection with equity and bond offerings by Northland Resources S.A. in Canada, Europe and the United States for aggregate gross proceeds of approximately $325 million.
• IBS Group Holding Ltd.: Advising on the GDR (Global Depositary Receipts) program listing on the regulated market (General Standard) of the Frankfurt Stock Exchange as well as in connection with the admission of up to 24,855,244 GDRs with a prospectus supplement. This was the first prospectus for a GDR program approved by BaFin and the first admission of GDRs to the regulated markets in Germany. Our teams advised in Russia, the US, the UK and Germany.
• Investec: Advising it in its role as broker to Synergy Health, a FTSE 250 Company, on its £22 million placing.
• Major bank: Representing the ADR depositary bank for a major Chinese medical technologies company in it's CA$2.3 billion SEC-registered global ADR offering and NASDAQ listing.
• Major bank: Representing the ADR depositary bank for a major independent Chinese television advertising company's CA$49 million SEC-registered global ADR offering and NYSE Arca listing.
• Marengo Mining Limited: Advising on its proposed restructure and redomicile to Canada by way of a scheme of arrangement and previously on C$83.25 million in equity raisings in the aggregate. Advising Marengo’s geological and engineering consultants and staff on the requirements for technical reporting under National Instrument 43-101. Marengo Mining Limited is an Australian mining company exploring the Yandera Copper Project in Papua New Guinea, one of the largest undeveloped copper projects in the Asia-Pacific region. Its development partners include Chinese State Owned Enterprise, China Nonferrous Metal Industry's Foreign Engineering and Construction Pty Ltd, as well as Petromin PNG Holding Limited, an independent company created by the State of Papua New Guinea to hold the state’s assets and to maximize indigenous ownership and revenue gains in the mineral and petroleum sectors.
• McEwen Mining Inc.: Advising on the cross-border offering of approximately $112 million of its common stock. The common stock was issued by way of a prospectus supplement that was filed under US Gold's shelf registration statement, which was previously filed with securities regulatory authorities in the US and in Canada under the northbound multijurisdictional disclosure system.
• OJSC Sofrinskiy Experimental Mechanical Plant: Advising on the establishment of a GDR (Global Depositary Receipts) program and the listing of the GDRs at the Entry Standard of the Frankfurt Stock Exchange (March 2011). Sofrinskiy is a Russian producer of welded tin cans and one of the country’s leading manufacturers. Sofrinskiy was assisted by our offices in Frankfurt, London, New York and Moscow.
• Victoria Gold Corp.: Advising the leading gold exploration and development company advancing the Eagle Gold Project in the Yukon to production, on Canadian legal and mining matters, including the sale of the Cove McCoy Property, located in Nevada, to Premier Gold for C$24 million; the sale to Barrick Gold Corporation in respect of the Mill Canyon Property, located in Nevada, for aggregate gross proceeds of approximately C$48 million; and in relation to a bought deal public offering of common shares and flow-through common shares for C$30 million. Advising geological and engineering consultants and staff for Victoria Gold on the technical reporting requirements under National Instrument 43-101.