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Structured Finance

Structured Finance
Structured Finance
Expertise / Practices / Capital Markets / Structured Finance

Our Structured Finance legal team has market-leading experience in Canada’s structured finance market, encompassing a wide array of asset classes and transaction types. We work closely with clients to make these transactions successful, despite unique challenges that stem from Canada’s tax regime, commercial law and regulatory environment.

The depth of our Structured Finance practice stems from our long-standing commitment to the Canadian and international structured finance sector. For more than 30 years, we have been at the forefront of almost all notable structured finance developments and have made major contributions to the development of transaction structures for all major asset classes. Our clients include major banks, sellers/issuers, investment dealers, investors and transaction intermediaries. We also have regular interactions with industry associations, policymakers, regulators, tax authorities and rating agencies, whose decisions shape Canada’s structured finance market.
At the core of our Structured Finance group is a dedicated team of commercial, securities, insolvency and tax lawyers who focus a significant portion of their practices on structured finance. While our primary expertise is based in Toronto, we also have a significant national footprint, including in Montréal, Calgary and Vancouver.
Our team is complemented by market-leading expertise in all critical areas, including capital markets, securities regulation, consumer lending and regulation, financial services, equipment finance and leasing, financial institutions regulatory, real estate, insolvency and restructurings, litigation, and derivatives. Working together, we are well -positioned to provide informed, practical and creative advice to assist our clients with innovating and efficiently accessing opportunities.

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Recent Experience
  • Representing the Province of Ontario to develop, document and implement the legislation and commercial aspects of its Fair Hydro Plan, financed by “Fair Hydro Trust” under an innovative structured financing platform that is functionally similar to a U.S.-style “stranded costs’ transaction.

  • Structuring domestic securitizations, including innovative lease securitizations designed to be tax effective and to respond to evolving rating agency requirements.

  • Representing Element Fleet Management Corp. and ECN Capital Inc. to establish and implement domestic and cross-border securitization programs for various asset classes, including aircraft loans and leases, automotive loans and leases, equipment loans and leases, and railcars assets.

  • Represented both buyers and sellers of consumer loan portfolios subject to existing securitizations or to be financed from the proceeds of newly established securitization financing programs.

  • Implementing the Canadian component of numerous cross-border securitizations involving trade receivables, loans, mortgages and leases, including both private and public transactions, as counsel to many of the world’s largest issuers and investment banks.

  • Represented buyers and sellers of commodity pools and related financial assets, including bankruptcy remote sales of oil and gas inventories and uranium toll revenue streams.

  • Representing clients to address Canadian structuring issues arising as a result of U.S. and European regulatory reforms, including in relation to risk retention requirements.

  • Designing innovative co-ownership purchase/participation arrangements to allow smaller financial institutions to provide support to multi-seller conduits that securitize assets originated by small and medium-sized finance and leasing companies.

  • Representing the large investors in connection with the successful restructuring of C$35-billion of frozen non-bank asset-backed commercial paper, including playing a leading role in the design, development, adoption and implementation of the rescue plan.

  • Advising on several large originator insolvencies, including as Canadian counsel to the investors on Canada’s first debtor-in-possession securitization.

  • Addressing the structured finance aspects of several other large restructurings and divestitures that occurred in the wake of the global financial crisis, including the sale of two substantial credit card portfolios, amounting to over C$11-billion of receivables, which were subject to continuing public securitization platforms.

  • Representing a new public company in developing its core funding strategy using securitization.

  • Designing and implementing novel “co-ownership” and “split share” transaction structures, which are now commonly used to securitize revolving portfolios of credit cards, consumer loans and to stream attributes of underlying financial assets.

  • Designing and accessing the Canadian federal government’s support programs, including completing securitizations under the Canadian Secured Credit Facility, assisting medium-sized leasing companies to access the government’s Vehicle and Equipment Financing Partnership and designing a participation arrangement to provide funding support for medium-sized leasing and finance companies.

  • Designing and implementing transaction structures to repackage and monetize illiquid structured finance instruments.

  • Acting for leading Canadian retailers to develop and implement substantial “master trust” credit card securitization programs, including the first applications of the shelf prospectus regime for asset-backed securities.

  • Acting for the agents for one of Canada’s largest covered bond programs.

  • Acting for Canada’s securities regulators to draft the offering and disclosure laws that to apply to Canadian asset-backed securities.

  • Acting for the leading industry group in connection with Canada’s proposed regulatory regime for public and private asset-backed securities and securitized products.

Awards & Recognition

Members of the Blakes Structured Finance & Derivatives team are recognized as leaders in the field in the following publications:

  • Chambers Canada: Canada's Leading Lawyers for Business

  • The Best Lawyers in Canada

  • Chambers Global: The World's Leading Lawyers for Business

  • The Canadian Legal Lexpert Directory

  •  The Legal 500 Canada

  • The Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada

  • Legal Media Group’s Guide to the World’s Leading Banking, Financial and Transactional Lawyers