Banking & Specialty Finance

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 bridge financing, working capital financing, securing against movable and immovable assets, 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 among lenders, factoring companies, vendors, and any other creditor/debtor entity, including intercompany and co-owner debt. With a practical approach and extensive industry knowledge, our ABL team offers high quality advice and execution of mid-market, capital market and syndicated 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 foreclosure and insolvency proceedings.

Aviation Finance

The Cassels aviation finance team has over three decades of demonstrated expertise navigating the complexities of aircraft acquisition, financing, and related aviation law matters. We serve a diverse clientele, including domestic and international lenders, lessors, lessees, buyers, sellers, owners, managers, operators, charterers, and manufacturers of aircraft. We advise on all aspects of the acquisition, sale, financing (including pre-delivery financing), sale/leaseback, tax-based leasing, and operating leasing of aircraft and aircraft engines. We have experience working with all types of aircraft, including commercial and private jets, turboprop aircraft, helicopters, and unmanned aerial vehicles (drones).

Our lawyers regularly negotiate purchase, finance, and leasing documents for business and corporate aircraft financiers and owners, including aircraft purchase and sale agreements, mortgages, capital leases, and operating leases, as well as aircraft operation and management agreements. We also advise in connection with security interests under provincial legislation and the International Registry (Cape Town Convention).

The Cassels aviation finance team stands out for its deep understanding of the aviation industry. In addition to our commercial expertise, we offer comprehensive advice on regulatory matters, such as:

• Aircraft operation: including cabotage, licensing, certification, airworthiness, and landing rights
• Registration matters: including registration and deregistration of aircraft with Transport Canada Civil Aviation, as well as import and export of aircraft
• Airline ownership and operation: including foreign investment/control issues and compliance with Canadian Transportation Agency requirements
• Canadian legislation and regulations: including the Aeronautics Act, Canadian Aviation Regulations, and Canadian Transportation Act
• Tax: including GST/HST matters and the Select Luxury Items Tax Act
• Drone operations: including regulatory compliance for the utilization of drones by business operators
• Foreign-owned aircraft: including regulations applicable to foreign-owned and foreign-registered aircraft operating within Canada, including US-registered aircraft

Our team is highly regarded and well-connected within the aviation industry, both in Canada and internationally. Our lawyers are routinely recognized as experts in the field by Chambers Canada, Best Lawyers, Lexpert, and Expert Guides. Cassels regularly publishes in the area, including chapters in Aircraft Liens & Detention Rights (Sweet & Maxwell), Aircraft Finance: Registration, Security and Enforcement (Sweet & Maxwell), and practice resources for Practical Law Canada Finance (Thomson Reuters).

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 equipment and asset finance and leasing practice is among the leading practices in Canada. We focus on the equipment finance industry as a whole, ranging from leveraged and structured financings, complicated cross-border finance structures, securitizations, large ticket financing, establishing master leasing and financing programs, multi-jurisdictional deals, and syndications to basic small ticket program structures for almost all types of capital equipment (including construction equipment, mining equipment, motor vehicles, rolling stock, aircraft, marine vessels, and other types of personal property assets and equipment). Our lawyers also have significant experience assisting US and international commercial finance companies, heavy equipment manufacturers and banks setting up operations in Canada from a regulatory, tax, and process perspective. Our lawyers have assisted a number of financial technology (fintech) companies in developing their platforms for use in the equipment finance industry.

Our lawyers are routinely recognized as leading the equipment finance industry by the Canadian Legal Lexpert Directory and Best Lawyers in Canada, with certain lawyers being named as Lawyer of the Year in this area. Cassels has also authored the authoritative textbook on equipment finance and leasing in Canada, Equipment Finance in Canada, published by Lexis Nexis, and our lawyers are considered thought leaders in the area and routinely speak at engagements including with the Equipment Lease and Finance Association (ELFA) and the Canada Finance & Lease Association (CFLA). Cassels has also been retained by the ELFA and the CFLA for numerous issues.

In addition, we have specialty experience in working on transactions for all major classes of property across the industry, including:

• 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 (including rail and railcar matters)
• Vendor financing
• Securitization (both private and public)
• Mining equipment finance (including in connection with project finance packages)
• Consumer finance
• Motor vehicle finance (including for trucks, trailers, heavy equipment, and consumer automobiles)
• Agriculture
• Acquisition of mid-sized and large portfolios, either through an asset or share transaction
• Marine vessels and ships
• EAAS structures
• Green financing structures including solar, wind, geothermal, and retrofit
• Sale leaseback transactions

Financial Institution Regulation

Our team regularly advises federally and provincially regulated financial institutions in Canada on a variety of regulatory, governance, and transactional matters. We also frequently assist foreign institutions 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. Our expertise includes dealing with regulations and transactions in the fintech space combining digital assets experience with our regulatory expertise to advise on market unity, licensing, governance, and implementation.

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 team have held advisory positions with financial sector policy branches of government and industry organizations.

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 such as change of control or amalgamation
• All aspects of entry to Canada
• Cross-border regulatory and tax issues for foreign banks and foreign insurers entering the Canadian market
• Governance practices and processes
• Investment transactions, structuring, tax, and related approvals
• Related party transaction disclosure, compliance, and regulatory issues
• Credit card, debit card, and prepaid card programs with particular experience in digital asset programs
• Consumer protection, including credit and cost of credit disclosure
• Outsourcing and service arrangements, including the use of AI
• Payment system regulatory advice with extensive experience in advising non-banks
• Product development for regulatory compliance and capital costs
• Compliance with anti-money laundering, terrorist, sanction, and transparency requirements

Fund Finance

Our fund finance team advises a broad range of domestic and international clients — from leading Canadian and global financial institutions to alternative lenders, fund sponsors, general partners, agents, and fund managers — on innovative financing solutions tailored to the unique needs of investment funds. We have extensive experience serving as lead counsel in connection with domestic and cross-border fund financings, and we are regularly engaged as local counsel on international deals with a Canadian nexus.

With deep market insight, our lawyers understand the relationships between lenders, funds, managers, and investors, and are well-equipped to navigate complex fund structures to develop and negotiate financing solutions for our clients.

Our expertise spans the full spectrum of fund finance structures in both public and private markets, including:

• Capital call (subscription) facilities
• Net Asset Value (NAV) facilities
• Hybrid facilities
• Umbrella facilities
• Back leverage facilities
• Letter of credit facilities
• General partner and manager-level facilities, such as management liquidity lines and partner loan programs

In addition to financing, our multidisciplinary team at Cassels regularly advises on the structuring, formation, distribution, and management of investment funds.

Liability Management and Special Situations

The liability management and special situations team at Cassels provides innovative capital and liquidity solutions to assist clients navigating financial stresses and optimizing atypical, event-based circumstances. The integration of an interdisciplinary group of professionals with best-in-class expertise in banking & specialty finance, restructuring & insolvency, securities, mergers & acquisitions, litigation, and tax, allows for a tailored approach to unique problems and positions the team to provide market-leading alternatives to clients with both their long- and short-term goals in mind.

Our team offers a deep level of expertise with representations in liability management, out-of-court balance sheet restructurings, new money capital raises, acquisition of distressed companies and their assets, equity-linked transactions, leveraged buy-outs, and litigation risk assessment, and mitigation. The liability management and special situations team also offers experience with cross-border operations and legal solutions across the US and Canada, focusing on maximizing value and minimizing cross-border pain points between the two jurisdictions.

Together with maintaining strong and wide-ranging industry connections, we constantly monitor the market to identify opportunities to optimize recoveries, support forward-looking investment decisions, and enhance outcomes for our clients.

Payments Industry

Cassels provides payment industry participants in all sectors – regulated and non-regulated – with expert legal advice and counsel on a diverse range of structured, regulatory, and transactional matters. Our payment 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 payment sector. We offer particular expertise advising transactional participants on the emerging fintech technology-based payment rails provided by both regulated and non-regulated providers.

Our cross-disciplinary approach – with lawyers having experience in regulation, capital markets, digital assets, and transactions – enables us to give timely, cost-effective and results-oriented advice to local, national, and international payment sector clients. Team members have developed an understanding of both the business of and the technology 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 including virtual and digital payment rails
• The development, establishment, and operation of credit, debit, and payment card programs, including prepaid cards and, increasingly, virtual and digital payment rails
• Non-regulated payments
• Information technology service agreements, with a particular strength in AI supported agreements
• Distribution arrangements for payment rails
• Payment system legislation, regulations, and rules, including compliance with the requirements of the Canadian Payments Association and anti money laundering and retail payments regulations
• Cross-border regulatory issues for both entry to Canada and international structures for expanding Canadian organizations
• Payments using crypto and digital assets-based payment systems from idea to launch
• Licensing and application support
• Raising capital for payment-based systems
• Compliance with anti-money laundering, anti-terrorist financing, sanctions, retail payments, and bribery regulations, including for cross-border matters
• Compliance with privacy laws and consumer protection laws
• Drafting and interpretation of policies, consumer and business applications and agreements
• Trademarks, advertising, and promotion
• Electronic commerce and related information technology matters
• Business acquisitions, dispositions and alliances

Project Finance

Our project finance 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, power, renewable energy, oil and gas, utilities, roads, bridges, airports, stadiums, and other public infrastructure:

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

Our comprehensive team works closely with other practice disciplines and industry groups within the firm, including regulatory, 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, commercial, regulatory, insolvency, 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 major asset classes.

We represent banks and other financial institutions, investment bankers, corporations (and their special purpose vehicles) in their capacities as issuers, originators, sellers, asset-backed commercial paper conduits, credit enhancers, financial guarantee insurers, liquidity providers, trustees, investors, lenders and borrowers. We also offer experience representing rating agencies in domestic and cross-border lending, securitization, factoring, receivables purchases, and other commercial finance transactions involving corporate and consumer loans, residential and commercial mortgages, covered bonds, trade receivables, credit card receivables, conditional sale contracts, floorplan loans and receivables, 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.