Frank Mathieu is a partner and Head of the Montréal office's Tax Group. His practice focuses on all areas of Canadian income tax law, including complex tax aspects of public and private mergers & acquisitions, strategic investments and joint ventures, and corporate reorganizations and restructurings in a domestic and cross-border context. With over 15 years of extensive expertise, Frank is often sought after by foreign clients and counsel, including private equity funds, for his knowledgeable tax structuring advice on Canadian investments by foreign entities. Frank is recognized as a leading tax lawyer in Canada by the legal industry’s most prominent directories, including Chambers and Lexpert. He is also a frequent lecturer and speaker at various industry conferences.
MiddleGround Capital (“MiddleGround”), a newly formed private equity firm that makes control investments in business-to-business (“B2B”) industrial and specialty distribution companies in the North American lower middle market, announced the closure of its second transaction in its inaugural private equity fund: the acquisition of Peterson Spring (“Peterson” or the “Company”), a leading specialty spring manufacturer with thirteen facilities throughout North America and the United Kingdom.
On December 17, 2018, Industrial Growth Partners (“IGP”), completed the recapitalization of the Redco Group of companies (“Redco”) in partnership with Redco’s management. The financial terms of the transaction were undisclosed.
On March 15, 2019, Lightspeed POS Inc. (Lightspeed or the Company) completed its initial public offering of an aggregate of 17,250,000 subordinate voting shares (the Shares) issued from treasury for a price of $16.00 per Share for aggregate gross proceeds of $276,000,000, which includes the exercise in full by the underwriters of their over-allotment option (the Offering). The Offering was underwritten by a syndicate of underwriters co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and J.P. Morgan Securities Inc. and included CIBC World Markets Inc., TD Securities Inc., Raymond James Ltd. and Scotia Capital Inc. (collectively, the Underwriters).
On February 28, 2019, Tilray, Inc. (“Tilray”), a global leader in cannabis research, cultivation, production and distribution, acquired through a subsidiary all of the issued and outstanding securities of FHF Holdings Ltd. (doing business as “Manitoba Harvest”) from Compass Group Diversified Holdings, LLC (“Compass”) and other shareholders of Manitoba Harvest, by way of a plan of arrangement pursuant to the Business Corporation Act (British Columbia).
On February 19, 2019, GTY Technology Holdings Inc. (“GTY”), a special purpose acquisition company traded on the NASDAQ and which was formed to consummate a business combination with established government technology companies, acquired Bonfire Interactive Ltd. (“Bonfire”), Questica Inc (“Questica”) and Questica USCDN Inc. (“Questica USCDN”)
On October 3, 2018, The Bank of Nova Scotia (“Scotiabank”) completed the acquisition of MD Financial Management from Canadian Medical Association (“CMA”) for a purchase price of $2.585 billion.
On September 30, 2018, Datix Limited (“Datix”), a global leader in patient safety, quality, and infection prevention, completed its acquisition of RL Solutions, a leading provider of healthcare quality and patient safety software.
On July 16, 2018, H.I.G. Capital, a leading global private equity investment firm with more than $25 billion of equity capital under management, through one of its portfolio companies Town & Country Holdings, Inc., completed the acquisition of Montréal-based Textiles Amalgamated Inc.
On August 15, 2018, New Water Capital L.P. (New Water), a Boca Raton-based private equity firm focused on lower-middle market companies, completed its acquisition of Trillium Health Care Products (THC), a premier contract manufacturer of category-leading OTC products for some of the world’s top pharmaceutical companies.
On August 3, 2018, Navacord Inc. (Navacord), a leading Canadian insurance brokerage, completed a management-led buyout of its minority partner with the support of US private equity firm Madison Dearborn Partners (MDP), a leading private equity firm based in Chicago.
On July 30, 2018, BWX Technologies, Inc. (NYSE:BWXT) (BWXT), a leading supplier of nuclear components and services, completed the acquisition of the medical isotope business of Nordion (Canada) Inc. (Nordion) from private-equity owned Sotera Health LLC (Sotera Health).
On March 20, 2018, Blue Point Capital Partners, a private equity firm managing over $1.5 billion in committed capital that focusses on investing in and growing lower middle-market companies, completed the acquisition of Spector & Co.
On September 27, 2017, Novacap and Caisse de dépôt et placement du Québec (Caisse) completed an investment in Pivotal Payments (Pivotal), a Québec business that specializes in payment processing solutions and merchant services (the Transaction). The Transaction values Pivotal at approximately $525 million.
On January 31, 2018, Xylem Inc., a leading global water technology company, completed the acquisition of Pure Technologies Ltd. for $9.00 per share in cash, representing an enterprise value of $509 million. The transaction, initially announced on December 11, 2017, was effected by way of a plan of arrangement under the Business Corporations Act (Alberta).
On July 5, 2017, Canada Goose Holdings Inc. completed its secondary offering of 12,500,000 subordinate voting shares for a price of US$20.75 per share for aggregate gross proceeds of US$259,375,000. The shares were sold by an investment fund advised by Bain Capital, DTR LLC, and certain charities and members of management.
On July 1, 2017, Semtech Corp. (Nasdaq: SMTC) (Semtech) a leading supplier of high-performance analog and mixed-signal semiconductors and advanced algorithms, completed the acquisition of all of the outstanding equity interests of AptoVision Technologies Inc. (AptoVision), a privately-held provider of uncompressed, zero-frame latency, Video over IP solutions addressing the Pro AV market.
On July 7, 2017, Shutterstock, Inc. (Shutterstock), through an indirect, wholly owned subsidiary, acquired all of the issued and outstanding shares of FlashStock Technology Inc. (FlashStock) for a purchase price of approximately US$50 million, subject to customary adjustments.
On March 21, 2017, BlueCat Networks, Inc. (BlueCat), one of Canada’s most successful emerging technology companies, completed its sale to US private equity firm Madison Dearborn Partners LLC (MDP).
On May 24, 2017, Swander Pace Capital, a leading private equity firm specializing in investments in consumer product companies, completed the sale of its significant equity stake in Kicking Horse Coffee to the Lavazza Group, who, with this transaction, holds an 80-per-cent interest in the company, which was valued at $215 million.
Milestone Apartments Real Estate Investment Trust (TSX: MST.UN) (“Milestone” or “the REIT”) completed its going private transaction whereby an affiliate of Starwood Capital Group (“Starwood”) acquired all of Milestone’s subsidiaries and assets for approximately US$2.9 billion.
On March 31, 2017, J.C. Flowers & Co. LLC (“J.C. Flowers”) and Värde Partners completed the acquisition of CitiFinancial Canada (now Fairstone Financial Inc. (“Fairstone”)) from an affiliate of Citigroup Inc. (“Citi”).
On March 21, 2017, Canada Goose Holdings Inc. completed its initial public offering of 23 million subordinate voting shares at an initial offering price of $17.00 per share, which included the exercise in full by the underwriters of an over-allotment option to purchase up to 3 million additional subordinate voting shares, for total gross proceeds of $391 million to Canada Goose and the selling shareholders.
On August 17, 2016, BWXT Canada Ltd. (“BWXT Canada”), a subsidiary of BWX Technologies, Inc. (NYSE:BWXT), entered into a share purchase agreement to acquire all of the shares of the GE Hitachi Nuclear Energy Canada Inc. (“GEH-C”) joint venture.
On October 7, 2016, SunOpta Inc., a Nasdaq- and TSX-listed global organic foods company, completed a cross-border PIPE transaction involving a private placement of US$85 million exchangeable preferred shares (Shares) to private equity funds managed by Oaktree Capital Management, L.P.
On July 22, 2016, Dollarama Inc. completed a private offering of $525 million aggregate principal amount of 2.337 per cent senior unsecured notes due July 22, 2021 (the Notes).
On July 29, 2016, Give & Go Prepared Foods Corp. (“Give & Go”) completed the acquisition of Create-a-Treat Ltd., NAFTA Foods and Packaging Inc., and related entities (together, “NAFTA CAT”).
On October 17, 2016, Vail Resorts, Inc. completed its $1.4-billion acquisition of Whistler Blackcomb Holdings Inc. by way of plan of arrangement for cash and share consideration.
OMERS Private Equity (OPE), the private equity arm of OMERS, one of Canada’s largest pension funds, completed the sale of its portfolio company, Give & Go Prepared Foods Corp. (Give & Go), to an affiliate of US private-equity firm Thomas H. Lee Partners, L.P. (THL).
On October 9, 2015, Swander Pace Capital, a leading private equity firm specializing in investments in consumer product companies, completed the acquisition of a majority of the issued and outstanding shares in the capital of Voortman Cookies.
On November 25, 2015, VASCO Data Security International Inc., a leader in authentication, electronic signatures and identity management, completed the acquisition of all of the issued and outstanding securities of the Silanis entities including Silanis Technology Inc., the provider of e-SignLive — the most widely used e-signature solution in the world. The purchase price of $113 million (US$85 million) was paid in cash.
On September 1, 2015, Acuity Brands, Inc. (Acuity), through its wholly-owned subsidiary Acuity Brands Lighting, Inc. completed the acquisition of Distech Controls Inc. (Distech), a leading provider of building automation and energy management solutions. All of the outstanding capital stock of Distech was acquired for approximately $318 million.
On July 10, 2015, Compass Diversified Holdings (CODI), through its subsidiary Compass Group Diversified Holdings LLC (Compass), completed the acquisition of Fresh Hemp Foods Ltd., a Canadian manufacturer of hemp-based food products, operating under trade name Manitoba Harvest (Manitoba Harvest).
On April 8, 2015, Dollarama Inc. completed a private offering of $125 million additional aggregate principal amount of floating rate senior unsecured notes due May 16, 2017 (the Notes). The Notes constitute an increase to the $150 million aggregate principal amount of floating rate senior unsecured notes due May 16, 2017, issued by Dollarama Inc. on May 16, 2014.
Air Canada closed its private offering of three tranches of Enhanced Equipment Trust Certificates (EETCs), in the aggregate face amount of US$1,031,390,000. This is the second EETC offering in the last two years used by Air Canada to finance the acquisition of new aircraft to be added to its fleet. In April 2013, Air Canada closed the first Canadian offering using EETCs under the Cape Town Convention, which was ratified in December 2012, and became effective April 1, 2013, in Canada.
Toronto-based Sphere 3D Corporation (Sphere 3D) successfully completed its acquisition of Overland Storage, Inc. (Overland Storage) by way of merger pursuant to which shareholders of Overland Storage received common shares of Sphere 3D.
The merger consideration was valued at approximately US$81.13 million at the date of announcement.
Nellson Nutraceutical, a portfolio company of Kohlberg & Company, L.L.C., completed its acquisition of Le Groupe Multibar Inc., a Montreal-based manufacturer of nutritional and snack bars, for an undisclosed amount.
OMERS Private Equity (OPE), the private equity investment arm of OMERS, one of Canada’s largest pension funds completed the sale of Canadian healthcare IT company Logibec Inc. to US private equity firm GI Partners. Financing was provided by Macquarie Corporate and Asset Finance Lending. The acquisition price was undisclosed.
EnGlobe Corp. acquired substantially all of the assets of LVM Inc., a subsidiary of Dessau Inc., in a transaction led by ONCAP Management Partners. ONCAP is the mid-market private equity platform of Onex Corporation and is EnGlobe’s majority shareholder.
News Corp., through its subsidiary HarperCollins Publishers, acquired Harlequin Enterprises Limited from Torstar Corporation for $455 million in cash, subject to certain adjustments.
Sterigenics International LLC, a sterilization services and a portfolio company of GTCR LLC, a private equity firm based in Chicago, Illinois, acquired Nordion Inc., a provider of products and services to the global health science market.
