US securities cross-border practice
McMillan LLP has a wide range of experience and expertise that is focused on enabling our clients to access U.S. capital markets. Our U.S. Securities Group consists of a team of U.S. qualified lawyers who are able to advise on a diverse range of U.S. securities matters, including public and private securities offerings, stock exchange listings and SEC regulatory compliance.
Our experience includes:
- Assisting both Canadian and U.S. issuers with the completion of financings in the United States, both by way of registered public offerings and private placement transactions. Public offering experience includes offerings registered with the United States Securities and Exchange Commission (the "SEC") on Form S-1 and Form S-3. Private placement transactional experience includes offerings completed under Rule 506, Rule 144A and Regulation S
- Listing and obtaining quotations for both Canadian and U.S. issuers on U.S. markets, including NYSE Amex Equities, Nasdaq and the OTC Bulletin Board. Listing experience includes the filing of Form 20-F and Form 40-F registration statements with the SEC
- Assisting clients with the completion of mergers and other business combination transactions in the United States, including transactions registered with the SEC on Form S-4 and Form F-4
- Completion of public offerings under the Multi-Jurisdictional Disclosure System ("MJDS"), including "north-south" offerings registered with the SEC on Form F-10
- Advising clients on compliance with SEC continuous disclosure requirements, including preparation and filing of annual reports on Forms 10-K, 40-F and 20-F, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and beneficial ownership and insider reports (Schedules 13D and 13G, and Forms 3, 4 and 5)
- Advising boards of directors and senior management on corporate governance matters and Sarbanes-Oxley compliance, including developing and implementing corporate governance policies, advising on board composition and committee structures, executive compensation, and disclosure controls and procedures
- Acting as local U.S. counsel for clients of other Canadian law firms
Representative Transactions/Cases
We have participated as lead U.S. counsel for our clients in respect of the following transactions:
- C$185 million bought deal prospectus offering completed by Keegan Resources in February 2011
- Shares offered in the United States on a private placement basis under Rule 506
- C$306 million bought deal prospectus offering completed by Tahoe Resources in December 2010
- Shares offered in the United States on a private placement basis under Rule 144A and Rule 506
- C$302 million bought deal prospectus offering completed by Eastern Platinum in December 2010
- Shares offered in the United States on a private placement basis under Rule 144A and Rule 506
- US$500 million private placement of 5.50% senior unsecured convertible notes completed by Detour Gold in December 2010
- Senior unsecured convertible notes offered in the United States on a private placement basis under Rule 506
- US$27 million "PIPE" private placement completed by Uranium Energy Corp., an NYSE Amex company, in October 2010
- Private placement to U.S. investors under Rule 506 with subsequent Form S-3 registration statement
- C$70 million bought deal prospectus offering completed by Terrane Metals Corp. in April 2010
- Units offered in the United States on a private placement basis under Rule 144A and Rule 506
- C$290 million bought deal prospectus offering completed by Detour Gold in July 2010
- Shares offered in the United States on a private placement basis under Rule 144A and Rule 506
- C$126.5 million bought deal public offering of convertible debentures by Great Basin Gold in October 2009
- Convertible debentures offered into United States on a private placement basis, with conversion shares qualified by Form F-10 registration statement filed with SEC
- US$23 million "PIPE" private placement completed by Vitran Corporation, a Nasdaq Global company, in September 2009
- Private placement to U.S. investors under Rule 506 with subsequent Form S-3 registration statement
- C$130 million cross-border (MJDS) public offering of units by Great Basin Gold in March 2009
- Offering qualified by Form F-10 registration statement filed with SEC
- US$22 million "PIPE" private placement completed by Uranium Energy Corp., an NYSE Amex company, in June 2009
- Private placement to U.S. investors under Rule 506 with subsequent Form S-3 registration statement
- Acquisition of Global Copper Corp. by Teck Resources in August 2008
- Listing of Uranium Energy on the NYSE Amex in September 2007
- US$15 million "PIPE" private placement completed by PNI Digital Media (formerly PhotoChannel Networks) in April 2007
- Private placement to U.S. investors under Rule 506 with subsequent Form F-10 registration statement
- C$150 million cross-border (MJDS) public offering of units by Great Basin Gold in 2007
- Offering qualified by Form F-10 registration statement filed with SEC
- C$87 million acquisition of a U.S. public company by Continental Minerals in December 2006
- Shares of Continental Minerals qualified by Form F-4 registration statement filed with SEC
- Listing of Quest Capital Corp. on the NYSE Amex in January 2006
Publications / Presentations
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