McCarthy Tétrault’s Private Equity team delivers practical advice and innovative solutions to our private equity industry clients in an increasingly complex business environment. Our clients include numerous large and mid-market private equity firms based in Canada, the United States and elsewhere, as well as Canadian pension funds, international sovereign wealth funds and family offices.
The members of our Private Equity team are entrepreneurial and business-minded lawyers who advocate for our clients at every turn to achieve for them the best outcome possible. As active participants in the private equity industry, we are able to advise our clients on key trends and issues, mitigate risk and apply innovative strategies to acquisitions, dispositions, joint ventures and other transactions.
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We represent our private equity clients in all aspects of their business, including:
We advise buyers and sellers in leveraged buy-out, management buy-out, going-private and other transactions involving private equity investors seeking to acquire domestic and cross-border businesses based in Canada and elsewhere.
Consortium and Joint Venture Investments
We structure and negotiate sophisticated transactions for consortium and joint venture investment vehicles and the constituents thereof, and work with clients to create bespoke solutions for complex, cross-border mandates.
We advise clients in competitive bid processes and are able to structure deals cleanly, quickly and efficiently while ensuring that our clients’ interests are at the forefront of negotiations. Our team regularly navigates management issues, including tag-along rights and other protections, as well as deal-certainty negotiations and provisions that can jeopardize private equity deals.
We are actively involved in identifying, structuring and implementing strategies to assist private equity investors disposing of investments and re-capitalizing end-of-term funds. These strategies can include an initial public offering, a sale to a strategic buyer or financial buyer, an income trust conversion, a recapitalization, a secondary sale and other transactions providing investors and the company with liquidity.
This growing segment of the private equity market provides for unique and off-market opportunities. Our team advises clients on national as well as global investments, including sourcing opportunities, clearing regulatory challenges, structuring loan-to-own transactions, receiverships and stalking horse bids in both debt acquisitions and turnaround transactions.
Fund Formation and Fund Investment
We regularly establish private equity and other investment funds and advise on fund regulatory compliance and governance. We have detailed knowledge of key commercial and tax provisions and legal issues relevant to all parties involved in fund formation and fund investment activities. We also represent limited partners in their investments into private equity funds, including the negotiations, tax structuring and legal agreements related to such investments, as well as key persons who are being hired by private equity firms.
Senior, Mezzanine and Other Financing
Our team has extensive experience in advising on all aspects of senior, second lien and other leveraged debt financing in support of acquisitions, management buy-outs and other investments by buy-out investors. We have acted for a number of mezzanine funds and lenders in structuring a wide range of mezzanine financings and preferred equity deals, which include a variety of innovative equity participation structures.
Management Compensation and Incentive Plan Arrangements
Our Private Equity team includes best-in-class tax, executive compensation and employee benefits advice. We routinely work with our clients to structure equity rollovers and carry participation and other incentive plans that maximize retention rates following buyouts and enhance productivity.
The firm’s strengths in private equity span a number of industries, including, without limitation:
- Life Sciences
- Oil & Gas
- Real Estate
- Retail and Consumer Products
We understand well the business of the target companies of private equity firms as well as the industries and contexts in which they operate, including particular regulatory regimes, industry dynamics and capital structures. Because private equity firms require a fully equipped legal team, our Private Equity team provides a full-service approach, supported by project management lawyers and professionals who ensure that we deliver efficiently and effectively on the needs of our clients. We routinely work closely and in concert with leading law firms in the U.S. and overseas.
Members of our Private Equity team have advised on the following transactions:
- Cascade Investment L.L.C. in its US$3.8-billion US acquisition of Four Seasons Hotels Inc., together with Kingdom Hotels International
- Maple Group Acquisition Corporation in its acquisitions of TMX Group Inc. (C$3.8 billion), The Canadian Depository for Securities (C$167.5 million) and Alpha Group (C$175 million)
- Apollo Global Management in its US$2.4 billion acquisition of McGraw-Hill’s education business
- Ontario Teachers’ Pension Plan in its US$2.4-billion acquisition of four marine container terminals in North America from Orient Overseas (International) Limited
- Goldman Sachs Capital Partners in connection with the C$2.3 billion acquisition by GS and others of Alliance Atlantis Communications Inc.
- Berkshire Partners and OMERS Private Equity in their C$2.1 billion acquisition of Husky International
- JHI Investment, TPG Capital and Oaktree Capital in their US$1.15 billion acquisition of Taylor Morrison and Monarch Homes
- Caisse de dépôt et placement du Québec in its 30% acquisition of Bombardier Transportation
- CVC Capital Partners in its US$644 million acquisition of Hong Kong Broadband Network Limited and IDD businesses from City Telecom (HK) Limited
- Blackstone Group on its inaugural Canadian real estate lending transaction, a large restructuring and refinancing of real estate assets in Montreal, Quebec
- CEF Holdings Ltd., as part of a consortium of equity funds, in the acquisition of the Niobec Mine from IAMGOLD Corp.
- OMERS in its acquisition of 29.9% of UK-based insurance company Brit plc from Fairfax
- Fortress Investment Group LLC in its acquisition of 58.9% of the equity of TerreStar Solutions Inc. from Trio 2 s.e.n.c. and Healthcare of Ontario Pension Plan Trust Fund
- GE Ventures in its investments in Bit Stew Systems and subsequent acquisition of Bit Stew Systems
- Slate Capital Corporation in its acquisition of Huntingdon Capital Corp.
- Borealis Infrastructure Management Inc. in its $2 billion unsolicited take-over bid for Teranet Income Fund
- Borealis Infrastructure Management Inc. in its investment in Bruce Power
- SKion Water International GmbH in its acquisition of Ovivo Inc.
- Antares Holdings LP in its financing of and investment in Centric Health Corporation
- Tandem Expansion Fund in various investments and acquisitions
- Apax Partners in its acquisition of Ideal Protein
- Novacap in its acquisitions of Smyth Companies, LLC, Dow Industries, Inc., Pipp Mobile Storage Systems Inc., Master Group, Hallcon Corporation, Laces Group and Zenith Home Corp.
- CounterPoint Capital Partners in its acquisition of Parts Now! LLC
- Tenex Capital Management in its acquisition of the business of NAP Gladu
- Marlin Equity Partners in its acquisition of the mediation and messaging product business of Openwave Systems Inc.
- Sverica International in its acquisition of Syscon Justice Systems
- Investissement Québec and Ressources Quebec Inc. in their C$50 million loan to and C$125 million equity investment in Tata Steel Minerals Canada Ltd.
- Nieuport Aviation Infrastructure Partners GP, a consortium comprising InstarAGF Asset Management Inc., Kilmer Van Nostrand Co. Limited, Partners Group, and J.P. Morgan Asset Management in its purchase of the passenger terminal of Billy Bishop Toronto City Airport from Porter Aviation Holdings Inc.
Members of our Private Equity team have participated in the following fund formations:
- Fonds d’investissement pour la relève agricole, société en commandite and its general partner Gestion FIRA inc. in the formation of an agricultural private equity fund
- Desjardins Capital de Risque and CM-CIC as part of the formation of Emerillon Capital, L.P., a venture capital fund
- Stonebridge Financial Corporation and Stonebridge Infrastructure Debt Fund I Limited Partnership in the formation of Stonebridge Infrastructure Debt Fund I Limited Partnership
- Desjardins Capital de Risque, L.P., Capital Croissance PME, L.P. and Investissement Québec as part of the formation of Fonds Prêt à Entreprendre, L.P.
- Desjardins Capital de Risque inc. as part of the reorganization and recapitalization of Desjardins-Innovatech, L.P.
- Adenia Partners in the formation of Adenia Capital (III) LLC Ltd., a private equity fund
- Emerging Energy Latin America Fund II, LP in its formation
- Snowdon Partners L.P., in the formation of its acquisition fund
- Starwood Energy Group Global, L.L.C. in the formation of Starwood Energy Infrastructure Fund, L.P.
- TD Capital Global Private Equity Investors IV in its formation
- InScotia Developments Limited Partnership in its formation
- Student Housing Fund in its formation
- TD Capital Global Private Equity Investors III in its formation
- Urban Intensification Fund in its formation
- Carlyle Capital Corporation Limited in its formation
- Commercial Property Fund I (Canada) in its formation
- Carlyle Realty Partners V, LP in its formation
- JP Morgan Real Estate Alternative Investment Fund in its formation
- Whitecastle Private Equity Partners Fund LP in its formation
- Stonebridge Infrastructure Debt Fund II Limited Partnership in its formation
- Société générale de financement in the formation of Foragen Technologies Limited Partnership
For more information, please contact:
MONTREALPatrick M. Shea
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Jonathan D. See
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