Equity and Debt Finance

Our Group

Miller Thomson’s Capital Markets and Securities Group consists of lawyers who invest in our clients by taking the time to understand their business and their strategic objectives. We know that our clients’ success depends on risk management, cost control and predictability of outcomes. In the complex and fast-paced environment of capital raising, we know that you cannot waste time while your advisors figure out how to put together the necessary expertise to handle your deal.

Our Clients

We represent a full range of clients across all major industry groups, including Mining, Oil and Gas, Manufacturing, Automotive, Technology, E-commerce, CleanTech, Telecommunications, Banking and Financial Services, Insurance, Real Estate Development, Transportation, Hospitality, and Health Care and Life Sciences, among others. We have represented issuers, selling securityholders, purchasers and underwriters in both public and private financings. We also act as counsel to investment dealers in structuring and marketing debt and equity products for their issuer clients.

Our Services

We have acted as both issuers’ and underwriters’ counsel in offerings of equity, debt, preferred shares, innovative hybrid instruments as well as derivatives and structured products. We have frequently advised issuers and underwriters involved in public offerings carried out under the multi-jurisdictional disclosure system (MJDS) and cross-border private placements. Our expertise includes assisting our clients to develop new offering techniques and utilizing innovative financing instruments. We pride ourselves in developing novel solutions to your needs.

Our lawyers have participated in large public and private offerings, as well as a number of mid-market and emerging market capital raising transactions. In addition to acting on conventional financing transactions, our group has substantial experience and expertise with alternative methods of capital raising including Capital Pool Companies (CPCs) and reverse take-over transactions (RTOs). We have experience in all stages of the capital raising cycle, including seed capital, angel investors, venture capital and public offerings.

Our Experience

Public Offerings

Recent Miller Thomson transactions include acting as counsel for:

• Canadian counsel for a US$70 million public offering in the U.S. for Kodiak Oil & Gas Corp.
• Underwriters' counsel for an $80 million short form prospectus offering of common shares in Canada and the U.S. for a resource development company
• Issuer's counsel for a $17.25 million short form prospectus offering of common shares in Canada and the U.S. for a resource development company
• Underwriters' counsel on a US$50 million public offering of trust units in Canada for a real estate investment trust focusing on U.S. revenue producing properties
• Agents' counsel for a $25 million initial public offering of limited partnership units in Canada for an oil & gas flow-through limited partnership
• A syndicate of underwriters on a $35 million public offering of trust units in a real estate investment trust focusing on U.S. commercial properties
• A syndicate of underwriters on a $30 million public offering of trust units in a real estate investment trust focusing on Canadian commercial properties
• A syndicate of underwriters on a $19 million public offering of common shares of a Canadian mining company listed on the TSX and AMEX
• The underwriter on a $5 million public offering of units comprising common shares and purchase warrants of a battery technology company
• A Western Canadian based oil and gas issuer on an $8 million public offering on the TSX-V
• A syndicate of underwriters on a $14 million public offering of units and flow-through common shares of a Canadian mining company listed on the TSX-V
• A syndicate of underwriters on a $9 million public offering of limited partnership units of a blind pool flow-through limited partnership
• An investment dealer in connection with a public offering of $3 million of units by a Canadian technology company listed on the TSX
• A number of investment dealers in connection with public offerings of capital pool companies and junior companies on the TSX-V
• A Canadian mining company in connection with its public offering on the TSX-V
• A Korean mining company in connection with its listing on the TSX-V by way of qualifying transaction with a capital pool company
• Hydro-Québec in connection with its shelf prospectus for a cross-border issuance and sale of debt securities
• The Province of Québec on various public bond issuances.

Private Placements

Recent Miller Thomson transactions include acting as counsel for:

• Agent's counsel for a qualifying transaction, TSXV listing and concurrent $89 million private placement for Conifex Timber
• A syndicate of underwriters led by JP Morgan in a cross border private placement to principally US purchasers of USD 350 million of the convertible debentures of a Canadian reporting issuer
• Digital media company on $30 million private placement of class "A" common shares and convertible debentures in Canada
• A resource development company on a $16 million private placement of common shares in Canada and the U.S.
• A hockey blade technology company on a $2 million private placement of common shares in Canada
• Neutroceutical lip care product development company on a $10 million private placement of common shares in Canada
• A syndicate of investment dealers on a $6 million private placement of subscription receipts issued in connection with the acquisition of a mining property in Nicaragua
• A syndicate of underwriters on a $5 million private placement of units of a Canadian mining company listed on the TSX-V
• A Canadian mining company listed on the TSX-V in connection with the private placement of units and flow-through common shares for aggregate proceeds of $3 million
• An agent in connection with a $5 million private placement of units of a Canadian company acquiring an interest in a Chinese coal bed methane project
• A U.S. based solar power technology company in connection with three rounds of private placement financing and a reverse take-over utilizing an exchangeable share structure

Other Engagements

Oromin Explorations Ltd. in connection with its graduation from the TSX-V to the TSX
A capital pool company in connection with its conversion to an investment issuer on the TSX-V

Value-Added Client Resources

As part of our client service focus, we have developed an electronic securities, corporate finance and M&A focused publication called Miller Thomson Securities Practice Notes which we regularly distribute electronically to our clients. This publication provides up to date information on Canadian regulatory and market developments, in addition to commentary on current legal issues affecting corporate counsel and business professionals interested in debt and equity capital markets.

Our group is familiar with the Canadian securities regulatory process. Some of our lawyers have previously worked for Canadian securities regulators, either full-time or on secondment, while others have served in advisory capacities to the various provincial regulators.