Blakes Private Equity & Venture Capital Practice

About Us Blakes has one of the strongest and most experienced private equity legal practices in Canada. As a national team, we drive innovative investment structures and strategic thinking, with a depth of industry knowledge and perspectives from across the country. Our private equity team spans various legal specialty areas, including financial services, mergers and acquisitions, capital markets, competition, foreign investment review, real estate, intellectual property, pensions, benefits and executive compensation. The Blakes Tax team also works to ensure tax-effective investments within Canada and across borders. We provide strategic advice and legal counsel at each stage of the investment lifecycle: fund formation, fund management and governance, financing, Canadian and international investment-related acquisitions and dispositions, management of portfolio companies and exit strategies.

Canada’s most active law firm for private equity, advising on more deals than any other firm. No. 1 Canadian firm in global private equity announced deals by deal count (PitchBook, Q3, 2016)

No. 1 Canadian firm in global venture capital announced deals by deal count (PitchBook, Q3, 2016)

No. 1 in Canadian private equity completed deals by deal count (Canadian Venture Capital & Private Equity Association, 2015 Canadian Private Equity Market Overview)

Fund Formation and Management With a comprehensive understanding of the market and close connections to Canadian and international financial institutions, our team works with fund sponsors to establish publically- registered and private funds as well as investment vehicles. We also advise domestic and non-resident investors on structuring, commercial agreements, governance, regulatory compliance, market expectations and tax planning. The Blakes team has extensive experience advising on the creation and structuring open-ended and closedended investment funds, including: private equity funds, hedge funds, infrastructure funds, real estate funds, emerging market funds, fixed income, mezzanine, and distressed asset funds.

Fund Investments We work closely with our clients, as both buyers and sellers, to provide advice when formulating an investment strategy and when structuring and executing an investment-related transaction. This includes sourcing opportunities, financing and advising on equity and debt investments and co-investments, convertible shares, private placements and private investments in public entities. We advise both investors and fund investees, providing a 360 degree approach to investment transactions. In addition to retail investors, a significant part of our experience is advising institutional investors (including regulated entities) on their investments. We have assisted some of Canada’s largest and most active pension funds on their fund investments in Canada and internationally. We have also advised investor clients on more tailored fund arrangements and in situations where the client is a flagship investor.

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Buyouts Buyouts have long been the core strength of our private equity practice. We work with both buyers and sellers at each stage of a transaction from initial strategy, structuring and due diligence through to financing, negotiation, management, shareholder and investor agreements, and executive compensation. We also have the ability to include specialized advice for capital markets, tax and other issues that may arise throughout the course of a buyout transaction. Whether it be traditional public or private buyouts, distressed buyouts, management or corporate partner buyouts, our team leverages our cross-Canada presence to provide strategic advice that reflects jurisdictional nuances and changing market conditions.

Exit Strategies As legal advisors throughout the investment lifecycle, our private equity team are committed to maximizing investment realization. Ahead of exit transactions, we advise on liquidity strategies, advance planning, financing and process expectations. Our capital markets practice provides the expertise needed for public exits such as IPOs and public market sales, including registration, prospectus preparation, listing applications, governance and post-offering requirements. When considering a public or private sale, our team has the transactional capabilities to advise on all sizes of domestic and cross-border mergers and acquisitions and trade sales, from start to finish.

Industry Sector Expertise

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Automotive

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Aviation/Aerospace

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Communications

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Construction

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Fintech

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Food, Beverage & Agribusiness

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Forestry

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Government & Public Sector

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Hospitality & Leisure

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Infrastructure

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Life Sciences

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Manufacturing

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Mining

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Oil & Gas

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Power

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REITs

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Retail & Consumer Products

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Technology

PRIVATE EQUITY & VENTURE CAPITAL PRACTICE

Blakes Private Equity Practice

Fund Formation

Exit Strategies • Strategy

(Fund Sponsors and Investors)

• Advance planning and process expectations

• Structuring

• Prospectus preparation

• Management, shareholder and investor agreements

• Initial Public Offering

• Governance

• Governance & post-offering requirements

• Registration

PE Group

• Regulatory compliance • Market expectations

(Buyers and Sellers)

Fund Investments

• Strategy

(Investors and Investees)

• Due diligence

• Sourcing investment opportunities

Buyouts

• Financing • Management, shareholder and investor agreements

• Co-investments • Bridge financing

• Compensation

• Convertible shares

• Negotiation

• Debt

• Specialized expertise (i.e. tax, capital markets)

• Private placement • PIPEs

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Representative Matters Large Market Blakes has represented some of the largest Canadian, U.S. and international pension funds and private equity firms, acting for: Cerberus Capital Management LP on its acquisition of automotive parts supplier ABC Group Inc.  Baring Private Equity Asia on its acquisition of a 35-per-cent stake in TELUS International. Canada Pension Plan Investment Board, as Canadian counsel, on its acquisition of 40 per cent of Glencore Agricultural Products (Glencore Agri) valuing Glencore Agri at US$6.25-billion. Macquarie Infrastructure Partners III L.P. on its C$393-million investment in GFL Environmental Holdings Inc. Canada Pension Plan Investment Board on its investment in WSP Global Inc. to finance the acquisition of Focus Group Holding Inc. CanEra Energy Corp., a portfolio company of Riverstone Holdings LLC and NGP Energy Capital Management, LLC, on its sale to Crescent Point Energy Corp. Canada Pension Plan Investment Board on its purchase of C$150-million senior secured notes of Laricina Energy Ltd. Ashland Inc. in connection with the Canadian aspects of its US$1.8-billion sale of Ashland Water Technologies to a fund managed by private equity firm Clayton Dubilier & Rice LLC. TPG Capital LP on competition law matters in connection with the merger of Hercules Tire Holdings LLC with its affiliate American Tire Distributors Inc. Clayton Dubilier & Rice LLC on Canadian aspects of its creation of a joint venture between Harsco Corporation and Clayton Dubilier & Rice including the assets of Brand Energy. Clayton, Dubilier & Rice LLC on Canadian aspects of its acquisition of John Deere Landscapes, a unit of Deere & Company’s Agriculture & Turf segment.

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PRIVATE EQUITY & VENTURE CAPITAL PRACTICE

LifeLabs Medical Laboratory Services, an affiliate of Borealis Infrastructure, the infrastructure arm of OMERS on its acquisition of CML Healthcare. Centerbridge Partners on Canadian aspects of its investment in syncreon Holdings Limited. 3G Capital Inc. and Berkshire Hathaway Inc. on competition law matters in connection with their acquisition of HJ Heinz Co. CVC Capital Partners on Canadian aspects of its recapitalization of Cunningham Lindsey Group to acquire majority ownership from Stone Point Capital and Fairfax Financial. Berkshire Hathaway Inc. on its acquisition of Albacor Shipping Inc. by its affiliate, BNSF Railway Company. MatlinPatterson Global Advisers LLC on its investments in the debt of Nortel.  Canada Pension Plan Investment Board on its investment in GENIVAR Inc.’s acquisition of WSP Group Inc. Alberta Investment Management Corporation along with Callisto Capital on their acquisition of a controlling interest in Town Shoes Limited. Macquarie Capital (USA) Inc. on its loan to Basin Tools LP to fund an investment in Wenzel Downhole Tools. Canada Pension Plan Investment Board on its investment, along with Caisse de dêpot et placement du Quebec, in GENIVAR Inc. Healthcare of Ontario Pension Plan on its direct investment in KGS – Alpha Capital Markets LP. Canada Pension Plan Investment Board on its preferred share financing of Teine Energy Ltd.

Macquarie Essential Assets Partnership on its sale of its equity interests in the Sea-to-Sky Highway improvement project and the Anthony Henday Edmonton Ring Road project to Fiera Axium Infrastructure. CVC Capital Partners Limited on the acquisition of Univar and the sale of half of its investment in Univar to Clayton, Dubilier & Rice.

Healthcare of Ontario Pension Plan on its direct investment in Midwest Gaming & Entertainment. Healthcare of Ontario Pension Plan in connection with its acquisition, with Investindustrial SpA and BS Investimenti SGR Sp, of Ducati Motor Holding SpA. Apollo Global Management, LLC on its investment in Big Eagle Services.

Mid-Market Blakes also has one of the most extensive Canadian and international mid-market private equity practices, including acting for: KSL Capital in connection with the pending sale of Whistler Blackcomb Holdings Inc. to Vail Resorts, Inc.

Norwest Venture Partners on its acquisition of Medgate Inc.

Fulcrum Capital on its acquisition of Canstar Restorations.

Nilex Inc., a portfolio company of Fulcrum Capital Partners, on its acquisition of all the assets of GeoDynamics, Corp.

Pet Valu, a portfolio company of Roark Capital Group, on its merger with Pet Supermarket to form Pet Retail Brands. GHO Capital on its acquisition of Caprion Biosciences, Inc. LifeMark Health Corp. and Viewpoint Medical Assessments Inc., portfolio companies of Audax Private Equity, in connection with their acquisition of the physiotherapy, rehabilitation and medical assessments businesses of Centric Health Corporation. H.I.G. Capital, LLC on Canadian aspects of its acquisition of J.A. Jack & Sons, Inc. by its portfolio company, Harrison Gypsum. Crown Paper Group, Inc., a portfolio company of Lindsay Goldberg LLC, on its acquisition of Port Townsend Holdings Company.

Wingate Partners, LLP, by one of its portfolio companies, on Canadian aspects of its acquisition of Lawn & Garden Operating Company, Inc. from Myers Industries, Inc. Snowdon Partners, L.P. on its acquisition of Groupe Incursion Inc. Friedman Fleischer & Lowe, LLC on its acquisition of Icynene Group Limited. VFA, Inc. on its sale to Vista Equity Partners. An affiliate of Peak Rock Capital on its investment in Highline Produce Limited. H.I.G. Capital, LLC on its acquisition of the fine papers business of Cascades Inc. through its affiliate Rolland Enterprises Inc. Novacap on its acquisition of Laces Company and Maytex Global Limited.

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Banyan Capital Partners on its acquisition of the concrete and masonry products division of Pennecon Limited. Fulcrum Capital Partners Inc. on its acquisition of a majority interest in the Weatherhaven group of companies. KPS Capital Partners, LP on Canadian aspects of its acquisition of Electrical Components International, Inc. and its affiliates. Red Leaf Management Partners, LP on its acquisition of Microdea Inc. Greybrook Capital Inc. on its joint venture with Stafford Development. Novacap on its acquisition of The Master Group. American Securities LLC on its acquisition of GenTek Inc. and previous acquisition of General Chemical. Fulcrum Capital Partners Inc. on its sale of a majority interest in A&B Rail Services Ltd. to Torquest Partners, recognized as Deal of the Year by the Canadian Venture Capital Association. Kadant Inc. on its acquisition of Carmanagh Design and Manufacturing Inc., a Vancouver-based portfolio company of Toronto-based Birch Hill Equity Partners. Lynx Equity Ltd., a unit of Succession Capital Corp., on its acquisition of JewelPops Inc. Greybrook Capital Inc. on its joint venture with Empire Communities. Wynnchurch Capital on its sale of NSC Minerals to Altas Partners. Kanders & Co on its acquisition of certain businesses of Allen Vanguard by its affiliate, Safariland LLC. Generation Capital Management, Inc. on its acquisition of the Captivate Network business. Banyan Capital Partners on its acquisition of MIP Inc. Ply Gem, Inc. a portfolio company of CI Capital, on its acquisition of Mitten Inc. and Glenow WinDoor. Fulcrum Capital Partners Inc. on its acquisition of a majority interest in Nilex Inc. MidOcean Partners LP on its acquisition of Noranco Inc.  Fortress Investment Group LLC and Culpeper Capital Partners LLC on their acquisition of Paradigm Quest Inc. and MERIX Financial Inc. 6

PRIVATE EQUITY & VENTURE CAPITAL PRACTICE

H.I.G. Capital, LLC on its disposition of Signature Aluminum Canada to Global Aluminum. KSL Capital Partners, LP on its acquisition of 24 per cent of Whistler-Blackcomb Holdings. Novacap on its acquisition of Pipp Mobile Storage Systems, Inc. Pine Tree Equity II, LP on Canadian aspects of its acquisition of Jewelry Repair Enterprises Inc. Greybrook Capital Inc. on its joint venture with Cityzen Commercial Corporation and Fernbrook Homes. BlackEagle Partners, LLC on its acquisition of assets and restart of the Freshway Rail Services Inc. business. Endeavour Capital, Inc. on its acquisition of Neverblue Media. CounterPoint Capital Partners, LLC on its acquisition of Parts Now! LLC. Tenex Capital Management, L.P. on its acquisition of NAP Gladu. Connor, Clark & Lunn Financial Group Private Equity Fund on its investment in Party Packagers. Banyan Capital Partners on its acquisition of Purity Life Health Products. Marlin Equity Partners, LLC on its acquisition of the mediation and messaging product businesses of Openwave Systems Inc. Arsenal Capital Partners in connection with the Canadian aspects of its acquisition of Plasticolors, Inc. and Colortrend to form Chromaflo Technologies. Clyde Blowers Capital in relation to the acquisition of Unigear Inc. MS Capital Partners on its acquisition of Access Cash. Sun Capital Partners, Inc. on its sale of Del Monte Canada to ConAgra Foods, Inc. Wynnchurch Capital on its acquisition of NSC Minerals from TriWest Capital Partners. Greybrook Capital Inc. on its joint venture with Tribute Communities. CI Capital Partners LLC in connection with its acquisition of IntraPac Canada Corp. Roark Capital Group on its equity investments in GFL Environmental Corp.

LLR Equity Partners Inc. as their Canadian counsel, on its acquisition of Strategic Distribution Inc. from Platinum Equity. Arlington Capital Partners on its recapitalization, in partnership with the existing management team, of Iron Data Solutions, LLC. Swander Pace Capital LLC and Roynat Capital Inc. on the disposition of Liberté Brand Products to Yoplait SAS. Novacap and Smyth Companies LLC on their acquisition of the business of Dow Industries, Inc. Avista Capital Partners on its acquisition of Armour All. Mid Oaks Investment Fund on its acquisition of Tri-City Packaging. The Walnut Group Inc. on its sale of North American Baking Ltd. to Ralcorp Holdings.

Bedford Funding on its acquisition of Peopleclick Inc.   Riverstone Holdings LLC and NGP Energy Capital Management, LLC on its sale of CanEra Resources Inc. to Legacy Oil & Gas Inc. Longroad Capital Partners on its acquisition of a Canadian company by way of purchase of debt and private enforcement of loan. Sun Capital Partners, Inc. on its sale of Bruegger’s Enterprises, Inc. to Groupe Le Duff SA. Bentall Kennedy on its restructuring of the Westpen Properties Fund. Hydro Quebec Pension Fund as lead sponsor of a commercial real estate fund. Lincolnshire Management, Inc. on its acquisition of Phoenix Brands, LLC. MatlinPatterson Global Advisers LLC on its acquisition of Foamex International Inc. 

Venture Capital Blakes has a national venture capital practice active in M&A, fund formation, early-stage financings and equity growth financings, including acting for: D-Wave Systems Inc. on its C$27-million offering of Class I Convertible Preferred Shares. Georgian Partners as lead investor in the C$38-million Series B round in Influitive. InvestEco Sustainable Food Fund II, L.P. on its investment in in Mama Earth Organics Inc. and its subsequent acquisition of Organic Food Delivery Corp. Zymeworks Inc. in connection with its private placement of Class A Preferred Shares for aggregate gross proceeds of US$61.5-million. CTI Life Sciences Fund on its C$22-million Series A investment in SutroVax. D-Wave Systems Inc. on its C$30-million equity raise with funding from Goldman Sachs, BDC Capital, the Harris & Harris Group and DFJ.

D-Wave Systems Inc. on its C$29-million equity raise of additional equity from a large institutional investor, among others. Georgian Partners on its purchase of shares of Kinnser Software, Inc., now the fastest-growing software in home health. Georgian Partners, Cisco Systems and Northleaf Venture Catalyst Fund on series C investment in eSentire, a cybersecurity software provider. Scott Bommer (SAB Capital) on a recent investment as part of an investor group providing C$60-million in new funding to Hootsuite Media Inc. Desire2Learn Incorporated on its C$85-million series B funding and debt financing, with participation from Columbus Nova Technology Partners, Graham Holdings, Four Rivers Group, Aurion Capital, existing investors New Enterprise Associates and OMERS Ventures, and Silicon Valley Bank.

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Goodwater Capital on its series C investment in Frank & Oak.

Boreal Genomics Inc. on its series C round with new and existing venture capital investors.

Axine Water Technologies Inc. on its series A financing round that saw The Roda Group join existing investors Chrysalix Energy Venture Capital and BDC Venture Capital.

GenomeDx Biosciences on its series B round in two tranches led by Merck Global Health Innovation Fund.

REGEN Energy, on its US$7-million series B investment round led by a significant international energy company with participation from existing investors NGEN Partners and the BDC Venture Capital Energy/Cleantech Fund. Endurance Wind Power on its series C round of financing led by Yaletown Venture Partners. enGene Inc. on its two tranches of a four-tranche class A preferred investment with certain funds managed by Merck Lumira and an existing shareholder. Iris Capital Fund III FCPR on its investment in Beyond the Rack Enterprises Inc.

Contacts John-Paul Bogden Partner | Vancouver [email protected] 604-631-3375

Jamie Koumanakos Partner | New York [email protected] 212-893-8323

Kurt Sarno Partner | Toronto [email protected] 416-863-2681

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PRIVATE EQUITY & VENTURE CAPITAL PRACTICE

Square Victoria Digital Properties on its series A investment in Checkout51, a digital coupons and analytics developer. The New York Public Library on its investment in BiblioCommons Inc. Highland Consumer Fund, LLC in connection with its investment in DavidsTea Inc. Skye Asset Management on its multi-tranched minority investment in an early-stage Canadian biotech company. Cleantech Europe II Fund on its investment with OZZ Electric. Highland Capital Partners LLC on its investment in Beyond the Rack Enterprises Inc.

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