Banking & Specialty Finance

The dynamic structure of our Banking & Specialty Finance Group allows our lawyers to efficiently and cost-effectively service the business and regulatory needs of clients within the financial services industry, as well as the financial needs of our business clients.

The principal areas of practice within our Banking & Specialty Finance Group include:

Asset-Based Lending

With some of Canada’s most experienced asset-based lending (ABL) lawyers, the ABL team at Cassels represents clients – whether lender or borrower – in structuring, performing due diligence and preparing and negotiating the documentation necessary for both single lender and syndicated ABL transactions. We have extensive experience with cross-border transactions, second lien, mezzanine and subordinated lending transactions. Consequently we are able to integrate multiple lending strategies on behalf of lenders and borrowers and negotiate simple and complex inter-creditor relationships. With a practical approach and extensive industry knowledge, our ABL team offers high quality advice and execution of transactions for both mid-market and sophisticated transactions. Members of our group work closely with our restructuring and insolvency practice, with some key cross-over of specialties, to advise clients from deal inception to debtor-in-possession financings and formal insolvency proceedings.

Corporate and Commercial Lending

Our experience with corporate and commercial lending spans a broad range of financing transactions involving both domestic and foreign lenders, including banks, trust companies, insurance companies, non-bank finance companies and funds using securitization and syndicated structures. We routinely represent our clients in relation to syndicated loans, senior debt, mezzanine debt and convertible debt financings. Our lawyers have extensive lending expertise in specific sectors and industries including, most notably, the automotive, aviation, retail, real estate, leasing, energy and mining sectors.

Equipment & Asset Financing

The Cassels asset finance and leasing practice is recognized by the Canadian Legal Lexpert Directory as a leading practice in Canada. We focus on the industry as a whole, ranging from complicated cross-border finance structures, securitizations, large ticket financing, syndications to basic small ticket program structures. Our lawyers also have significant experience assisting non-Canadian commercial finance companies, heavy equipment manufacturers and banks setting up operations in Canada from a regulatory, tax, and process perspective.

In addition, we have specialty experience in:

  • Yellow iron and construction equipment dealership contracts/agreements and distribution matters
  • Program agreements between vendors of equipment, dealers and commercial finance companies
  • Floor plan/inventory financing
  • Aircraft
  • Rolling stock
  • Vendor financing
  • Securitization (both private and public)
  • Mining equipment finance (acting for borrowers in conjunction with project finance facilities)
  • Consumer finance
  • Auto finance
  • Agriculture
  • Acquisition of mid-sized and large portfolios, either through an asset or share transaction

Financial Institution Regulation

Our group regularly advises federally and provincially regulated financial institutions in Canada on a variety of regulatory and transactional matters. We also frequently assist foreign institutions and near banks with entry into Canada and the establishment of Canadian operations as well as transactions that access the Canadian financial services market without establishing a Canadian business presence.

We have years of experience helping clients navigate the Canadian regulatory landscape and providing advice on regulatory compliance. We frequently deal with regulators and members of our group have held advisory positions with financial sector policy branches of government.

Our Financial Institutions practice is frequently retained to advise on such regulatory and transactional matters as:

  • Governmental approvals and regulatory compliance
  • Capital requirements
  • Fundamental changes
  • Entry to Canada
  • Cross-border regulatory issues for foreign banks and foreign insurers
  • Governance practices and processes
  • Investment transactions and related approvals
  • Related party transactions
  • Credit card, debit card and prepaid card programs
  • Consumer credit and cost of credit disclosure
  • Outsourcing and other service arrangements
  • Payments system regulatory advice
  • Product development issues
  • Compliance with anti-money laundering requirements

Payments Industry

Cassels provides payments industry participants with expert legal advice and counsel on a diverse range of regulatory and transactional matters. Our Payments Industry team is comprised of lawyers with complementary legal skills and experience across a range of legal disciplines who share a common interest in the payments sector.

Our cross-disciplinary approach enables us to give timely, cost-effective and results-oriented advice to local, national and international payments sector clients. Team members have developed an understanding of the payments industry that enhances the value we can provide to our clients.

Our service to payments industry clients has included providing advice on:

  • Corporate and regulatory matters for issuers of credit, debit and prepaid cards
  • The development, establishment and operation of credit, debit and payment card programs, including prepaid cards
  • Information technology service agreements
  • Distribution arrangements
  • Payments system legislation, regulations and rules, including compliance with the requirements of the Canadian Payments Association
  • Cross-border regulatory issues
  • Competition law issues
  • Compliance with anti-money laundering and anti-terrorist financing laws
  • Compliance with privacy laws and consumer protection laws
  • Drafting and interpretation of policies, consumer and business applications and agreements
  • Trade-marks, advertising and promotion
  • Electronic commerce and related information technology matters
  • Business acquisitions, dispositions and alliances

Project Finance

Our finance and lending lawyers have extensive experience advising and assisting clients with all aspects of the financing of major domestic and international projects across a wide range of industries, including transportation, health, sports/entertainment, infrastructure including P3s, all manners of real estate developments, mining and energy projects. In this regard, we have advised on:

  • The development of appropriate financing structures and preparation of bid packages including presentations to rating agencies
  • The identification and resolution of cross-border issues related to foreign lenders and other project participants
  • Material contract review and risk assessment as well as other due diligence related matters
  • The negotiation and drafting of project finance documentation including direct agreements between lenders and project participants

We work closely with other practice disciplines and industry groups within the firm including construction, tax, energy, mining, infrastructure and government relations to ensure our clients have access to the multidisciplinary expertise that each specific project requires.

Securitization & Structured Finance

Cassels has some of the leading Securitization and Structured Finance lawyers in the country. Supported by members of our financial services, securities and tax groups, we help our clients navigate the complex strategies involved in structuring financial transactions. Our dedicated group of lawyers have years of extensive industry experience and assist with even the most complicated structured finance deals covering all asset classes.

We represent issuers, sellers, investment bankers, asset-backed commercial paper conduits, credit enhancers, financial guarantee insurers, liquidity providers, trustees, lenders, borrowers and rating agencies in domestic and cross-border lending, securitization, covered bond, factoring and other commercial finance transactions involving corporate and consumer loans, residential and commercial mortgages, trade receivables, credit card receivables, conditional sale contracts, floorplan loans, motor vehicle and equipment loans and leases and natural resources.

Our clients include US and other international businesses and their Canadian subsidiaries with respect to their Canadian operations. As a multidisciplinary firm, members of our various practice groups seamlessly navigate between disciplines to provide our clients with the right services, at the right time.