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Private Equity & Investment Funds

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  • Key Contacts
  • Recent Experience
  • Recent Recognition
  • Insights, News & Events
  • Download PDF
  • Recent Experience
  • Recent Recognition
  • Insights, News & Events

Bennett Jones has been recognized as a leading private equity law firm representing Canadian and U.S. investment funds, financial sponsors and their portfolio companies in all areas of their business, with a principal focus on mergers and acquisitions, public and private treasury investments and the formation of private investment funds. The firm's strengths in private equity spans a number of industries—including natural resources, industrial services, food and beverage, hospitality, consumer products, energy services, technology and transportation—providing us with familiarity with particular regulatory regimes, industry dynamics and capital structures.

How We Help Private Equity Clients

Private Equity

Transactional Experience

From our roots as Canada’s premiere national law firm in the oil and gas industry and energy infrastructure space, Bennett Jones has grown into a go-to law firm for many of the most sophisticated private equity firms in Canada and the United States. Our understanding of the broader macroeconomic setting allows us to provide particular expertise and value to private M&A transactions and investments that are taking place anywhere inside or outside of Canada. The goal—to assist our clients in sourcing, evaluating and negotiating transactions in a timely and a tax-efficient manner, with a special view to the importance of the nuances and needs of the investment management business. The Bennett Jones private equity practice is a collaborative effort that draws upon the firm’s strengths in mergers and acquisitions, capital markets, domestic and cross border tax structuring, antitrust/competition, finance, employment, real estate, environmental, privacy/data compliance and intellectual property experience. Bennett Jones has comprehensive experience in every aspect of transactional work for private equity clients, including:

  • Private mergers and acquisitions, beginning with strategic advice on competitive bid processes, cross-border structuring and execution;
  • Going private transactions and private investments in public companies (PIPEs);
  • Leveraged buy-outs (LBOs) and management buy-outs (MBOs);
  • Recapitalizations and restructurings, both in and outside of a formal court process;
  • Acquisitions from bankruptcy and distressed investments;
  • Carve-out transactions;
  • Investment fund consortium arrangements; and
  • Real time transaction support comprised of top tier commercial litigators, a best-in-class governmental affairs group and a responsive shareholder activism/critical situations team.

Fund Formation

Fund formation and investment management is a cornerstone practice group at Bennett Jones. Our representation of financial sponsors as well as institutional investors, pension plans, endowments and family offices offers us insight into market trends and enables us to regularly advise on the formation and structuring of private funds, co-investments and related fundraising processes. These mandates typically require us to be involved with the economic structuring of management fees, carried interest payments, complex distribution waterfalls, and the negotiation of side letters with investors. We regularly provide tax and structuring advice to our offshore fund clients in connection with the establishment of parallel and feeder funds organized as Canadian investment vehicles. We also advise U.S. and offshore investment managers in connection with fundraising efforts in Canada. Our fund formation practice highlights:

  • Substantial corporate and tax experience structuring closed-ended investment funds and underlying investments for asset managers in private equity, real estate and infrastructure;
  • Substantial experience working with open-ended private funds; the establishment of hedge fund platforms and a thorough understanding of absolute return strategies;
  • Routinely advise in connection with the structuring and negotiating of co-investment and alternative investment vehicles;
  • Experience with issues relating to U.S. investors and investments into the U.S. by Canadian investment vehicles (FATCA, FIRPTA, Section 892 of the Internal Revenue Code in connection with tax-exempt investors, UBTI, CFC structuring and other matters relating to the creation of “blockers”) and U.S. and offshore funds investing into Canada,
  • Matters relating to registration of investment funds (and fund managers) in Canada and related ongoing compliance; and
  • A thorough understanding of the special issues applicable to an important part of our client base: government and pension fund investors.

Acquisition Financing

Bennett Jones routinely advises on the domestic and cross-border loan facilities and other forms of leveraged finance. In the private equity realm, our broad experience and expertise in this area ranges from large, syndicated cash-flow senior debt financings arranged by both domestic and foreign banks to mid-market asset-based and senior and mezzanine commercial loan transactions. Our team has been primary counsel acting for financial sponsors and borrowers on a number of leveraged acquisitions in the Canadian market.

Preparation For Exit

Private equity always moves forward and Bennett Jones is called upon to assist investment funds in the last step of the investment cycle—the exit. Anticipating the exit, and the importance of cash-on-cash returns to financial sponsors, plays a critical role in the negotiation and execution of the original investment itself. Understanding the importance of a clean exit must be contemplated when structuring shareholder arrangements, incentive plans and subsequent liquidity rights (i.e., registration rights). Bennett Jones brings that knowledge and approach to bear, commencing at the term sheet level of an initial investment. We have helped domestic, U.S. and international investment funds on numerous exits, including through:

  • Initial Public Offerings (IPOs) on a Canadian, U.S. or international stock exchange;
  • Reverse Takeovers (RTOs) and Qualifying Transactions on the TSX, TSX-Venture or other Canadian exchanges;
  • Asset and or share sales pursuant to an M&A process or strategic acquisition; and
  • Secondary Transactions.

What Clients Say

"They have very strong experience in complicated cross-border sales. There are many options to get the result you want sometimes, and the best option is the one that makes the most business sense, and Bennett Jones have the business acumen to help me understand my options clearly."

Key Contacts

  • Gordon N. Cameron Gordon N. Cameron, Principal, Bennett Jones (US) LLP
  • Curtis A. Cusinato Curtis A. Cusinato, Vice Chair and Partner
  • Jonathan  McCullough Jonathan McCullough, Partner
  • John M. Mercury John M. Mercury, Partner and Vice Chair, Clients and Industries
  • Related Lawyers

Recent Experience

Private Equity
Fund Formation
Riverstone Holdings LLC, as Canadian counsel, in its agreement to acquire International-Matex Tank Terminals from Macquarie Infrastructure Corporation for US$2.7 billion.
Stone Canyon Industries Holdings LLC (SCIH) and Kissner Group Holdings in their agreement to acquire K+S Aktiengesellschaft's North and South American salt business, including Morton Salt and Windsor Salt, for US$3.2 billion.
True Wind Capital, and its portfolio company, Transflo, in Transflo's acquisition of Microdea, a document management software company in the transportation and logistics sector.
Riverstone Holdings LLC, through its subsidiary Riverstone Pipestone LP, in its investment in the $67.9-million private placement of convertible preferred shares of Pipestone Energy Corp.
Kissner Group Holdings LP, and its owners Metalmark Capital Holdings LLC and Silvertree-KMC II LP, in the sale of Kissner Milling Company to Stone Canyon Industries Holdings LLC for US$2 billion.
Lineage Logistics, owned by Bay Grove Capital, in its acquisition of cold storage company Ontario Refrigerated Services, Inc.
CIP Capital Management LLP, as Canadian counsel, in its acquisition of People 2.0, Inc.
Kensington Private Equity Fund, on its acquisition of Centric Health Corp's surgical and medical centres business.
Apollo Global Management, on its sale of CSV Midstream Solutions to Northleaf Capital Partners and in connection with its investment in Jupiter Resources.
Third Eye Capital, in connection with private credit investments, including for Pieridae Energy.
Metalmark Capital and its portfolio companies, including Kissner Group Holdings LP and PTW Energy Services, in connection with investments, financings and acquisitions, including the acquisition by Kissner Group Holdings LP of NSC Minerals Ltd.
Morgan Stanley Energy Partners, in its investment in Specialized Desanders Inc., a leading oilfield equipment company.
Catalyst Capital, with the merger of its portfolio company GTWY Holdings Limited with Leisure Acquisition Corp., a special purpose acquisition company.
The purchaser in its acquisition of 100% of the ownership of Nieuport Aviation Infrastructure Partners GP, the entity that owns and operates the passenger terminal at Billy Bishop Airport.
CVC Capital Partners, with two cross-border transactions.
Tailwind Capital and its portfolio company Diversified U.S., in its acquisition of the business of Advanced Presentation Products.
TriWest Capital Partners, in connection with multiple platform investments and follow-on acquisitions by its portfolio companies.
Clear North Capital and its affiliate, 1908 LP, in the acquisition of the business of POI Business Interiors Inc., in partnership with senior management of the business.
Longview Aviation Capital Corp., a portfolio company of a Canadian family office, in its acquisition of the Dash 8 program from Bombardier Inc.
Anamered Investments Inc., an investment of a large Canadian family office, in the formation of an investor consortium and acquisition of Amer Sports Corporation.
Ongoing representations of various private investment funds including CIP Capital Management LLP, Odyssey Investment Partners, Tenex Capital Management, Abacus Capital, Catalyst Capital, Canso Investment Counsel, TriWest Capital Partners, OMERS Ventures, Kingsett Capital, Encap Investments, Riverstone Holdings LLC, Kohlberg Kravis Roberts & Co., Natural Gas Partners, Apollo Global Management, Metalmark Capital, Denham Capital, Pearl Energy Investments and Solus Capital in connection with various transactions and related matters.
Alberta Teachers’ Retirement Fund, in connection with various investments private real estate and private equity funds including Prospect Ridge U.S. Real Estate Fund III, a real estate investment fund managed by Prospect Ridge Advisors, LLC with a focus in U.S. real estate, real estate debt and equity securities and real estate related assets.
RCM Capital, in connection with structuring a co-investment vehicle to acquire a C$130-million participating interest in a third-party investment portfolio.
A Canadian pension fund, in connection with the formation of a targeted US$3-billion managed account platform managed by Innocap and the onboarding of various hedge funds and investment managers.
Morgan Stanley Energy Partners, in connection with the establishment of Alberta, Canada-based master funds, North Haven Real Estate Fund X Global-T, L.P., a pooled investment fund initially established in 2016 in Alberta, Canada, which, along with certain parallel funds, was established to make investments in real estate globally.
Hellman & Friedman, in connection with the formation and maintenance of various feeder funds and other special purpose vehicles organized in Canada.
Bay Grove Capital, in connection with a $1.6B fundraise from a number of U.S. and Canadian institutional investors.

Recent Recognition

Chambers Canada
Ranked, Private Equity: Buyouts 
Chambers Global: The World's Leading Lawyers for Business
Ranked, Corporate/M&A
Ranked, Banking & Finance
The Legal 500 Canada
Ranked, Corporate and M&A
Ranked, Banking & Finance
The Canadian Legal Lexpert Directory
Most frequently recommended, Corporate Commercial Law, Calgary
Consistently recommended, Corporate Commercial Law, Toronto
Consistently recommended Banking & Financial Institutions, Calgary

Insights, News & Events

Blog

The Unlimited Potential of Drones: Investment and Collaboration Opportunities between Canada and Israel

December 17, 2020
       

Articles

Getting the Deal Through—Private M&A in Canada 2021

October 22, 2020
       

In the News

Bennett Jones in Canadian Lawyer's Big Deals Roundup

October 22, 2020
       

Announcements

Bennett Jones Advises on $3.2-Billion Agreement to Acquire K+S Americas Salt Business, Including Morton Salt and Windsor Salt

October 05, 2020
       

Blog

A Reprieve From Onerous Corporate Regulations for Private Equity in British Columbia

September 25, 2020
       

Speaking Engagements

Invest Canada Webinar Series: Myths about U.S. VC Participation in Canadian Deals

September 16, 2020
       

Announcements

Bennett Jones is Recognized in Chambers Canada 2021

September 10, 2020
       

Announcements

Bennett Jones' Best Lawyers in Canada 2021

August 27, 2020
       

Blog

Will COVID-19 Ignite Private Equity's Dry Powder?

July 27, 2020
       

Speaking Engagements

Remote Health Solutions Sales and Investment in Canada and Israel

July 21, 2020
       

Blog

Going-Private in Canada

July 13, 2020
       

Blog

The Re-Emergence of the PIPE Deal

July 08, 2020
       

Guides

Key Considerations for Going-Private Transactions in Canada

June 17, 2020
       

Guides

Key Considerations for Private Investments in Public Companies (PIPEs) in Canada

June 17, 2020
       

Announcements

Fifteen Bennett Jones Lawyers in Lexpert's Special Edition on Technology

May 13, 2020
       

Blog

How COVID-19 Is Impacting Equity-Based Incentive Compensation

April 21, 2020
       

Blog

Big Trends in Canada's Private Equity Bull Market

March 04, 2020
       

In the News

Curtis Cusinato on Private Equity in Lexpert

February 19, 2020
       

In the News

Denise Bright on Cover of Lexpert: Private Equity in Canada

February 19, 2020
       

Articles

Getting the Deal Through—Private M&A in Canada

November 28, 2019
       

Blog

ILPA's Model Limited Partnership Agreement for Private Funds

November 20, 2019
       

Blog

What You Need to Know About ILPA Principles 3.0

September 16, 2019
       

Blog

Tax Treaty Benefits Threatened as Canada Completes Ratification of OECD's Multilateral Instrument

September 05, 2019
       

Speaking Engagements

Business Transitions Forum Panel Panelist: "Private M&A – Navigating Common Deal Challenges"

May 15, 2019
       

Updates

A New Government in Alberta: What it means for businesses and investors

May 06, 2019
       

Updates

New Ratifications of the OECD's Multilateral Instrument Put Canadian Resource Holding Structures at Risk

April 03, 2019
       

In the News

John Mercury on Private Equity in Lexpert

March 29, 2019
       

Announcements

Curtis Cusinato Joins Bennett Jones as Partner

March 06, 2019
       

Blog

Equity Kickers and the Criminal Rate of Interest: Part II

February 04, 2019
       

Updates

Are You Ready? IFRS 16 and Your Contractual Arrangements

January 14, 2019
       

Blog

New GST/HST Rules Enacted for Fund Management Fee Arrangements

January 09, 2019
       

Announcements

Gordon Cameron Joins Bennett Jones in New York City

December 05, 2018
       

Blog

SCC Renders Judgment on Cooperative National Securities Regulator

November 12, 2018
       

Announcements

Bennett Jones in Who’s Who Legal: Canada 2018

November 01, 2018
       

In the News

John Mercury in Lexpert on Private Equity

September 21, 2018
       

Announcements

Private Equity Sees Bright Prospects in Canada: Bennett Jones PE Study

September 19, 2018
       

Guides

Due North: U.S. Private Equity Sets Sights on Canada

September 19, 2018
       

Speaking Engagements

Business Transitions Forum Panel Moderator/Panelist "Selling Your Business To A Third Party, For The Best Price and Terms"

May 17, 2018
       

Speaking Engagements

ACG Calgary Middle Market Growth Conference

October 24, 2017
       

Blog

Tundra Helps Entrepreneurs Market Near-Ready Innovative Technology

June 23, 2017
       

Blog

Angels Visit Calgary for Common Docs Project

June 19, 2017
       

In the News

Darrell Peterson in Reuters on Aramco IPO

May 27, 2017
       

Articles

The Private Equity Review, 6th edition

2017
       

Articles

Private Equity Fund Formation Overview

December 22, 2016
       

Guides

The Upstream Oilfield Services Industry in Western Canada - A Backgrounder

November 24, 2016
       

In the News

Bennett Jones' Rising Stars in Lexpert Magazine

November 17, 2016
       

In the News

John Mercury in Alberta Oil on Going Private Transactions

May 19, 2016
       

In the News

John Mercury in National Post on Equity Deals in Oil & Gas Sector

April 04, 2016
       

In the News

John Mercury Live on BNN on Private Equity in Oil & Gas Sector

March 29, 2016
       

Updates

Going Private Transactions in Canada's Energy Sector – On the Rise?

March 23, 2016
       

In the News

John Mercury in Calgary Herald on Going Private Transactions in Energy Sector

March 23, 2016
       

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