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Private Equity & Investment Funds

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

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
Ronin Equity Partners in the simultaneous acquisitions of QBD and Minus Forty, two leading North American manufacturers of commercial refrigeration equipment, both located in Toronto.
Datasite LLC, a portfolio company of CapVest Partners LLP, in its acquisition of Firmex Inc., a leading virtual data room and subscription file-sharing provider based in Toronto.
Stone Canyon Industries Holdings LLC in its acquisition of K+S Aktiengesellschaft's North and South American salt business, including Morton Salt and Windsor Salt, for US$3.2 billion.
TriWest Capital Partners in its sale of portfolio company Trimlite Mfg Inc. to Wynnchurch Capital, L.P.
EQT Infrastructure, as Canadian counsel in its US$4.6-billion carve-out acquisition of First Student and First Transit, provider of transportation services to schools in North America, from UK publicly listed company First Group plc.
TriWest Capital Partners in its sale of portfolio company California TrusFrame to Builders FirstSource for an enterprise value of US$180 million.
Lee Equity Partners and Twin Point Capital in the acquisition of Alliance Corporation, a distributor of wireless equipment throughout North America, headquartered in Ontario.
Seven Aces Limited in its approximately C$380-million sale to US-based private equity firm Trive Capital Management, LLC.
TriWest Capital Partners in its partnership in Supreme International Limited, in conjunction with senior management and Export Development Canada.
Watermill Group, in its acquisition of Weston Forest Products, a leading distributor and remanufacturer of softwood and hardwood lumber and specialty panel products across North America.
Riverstone Holdings LLC, as Canadian counsel, in its agreement to acquire International-Matex Tank Terminals from Macquarie Infrastructure Corporation for US$2.7 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.
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.
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.
Tailwind Capital and its portfolio company Diversified U.S., in its acquisition of the business of Advanced Presentation Products.
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 Abacus Capital, Apollo Global Management, Canso Investment Counsel, Catalyst Capital, CD Capital Asset Management, CIP Capital Management LLP, Denham Capital, Encap Investments, Kingsett Capital, Kohlberg Kravis Roberts & Co., Metalmark Capital, Natural Gas Partners, Odyssey Investment Partners, OMERS Ventures, Pearl Energy Investments, Riverstone Holdings LLC, Solus Capital, Tenex Capital Management, TriWest Capital Partners and Watermill Group in connection with various transactions and related matters.
AVAC Ltd. as manager and general partner in connection with the formation of Carrot Ventures Fund I., L.P. a venture capital fund forming new agricultural technology companies with total initial committed capital of $15-million. 
Watermill Group, in connection with structuring a co-investment vehicle with a Canadian asset manager related to Watermill investments.
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

In the News

Why U.S. Private Equity is Setting its Sights on Canada

March 04, 2022
       

Announcements

Andion Global Secures $270 Million to Expand Operations

March 01, 2022
       

Announcements

Marshall Eidinger Joins Bennett Jones

January 05, 2022
       

Related Services

Capital Markets
Commercial Transactions
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