Darcy Ammerman 

Darcy Ammerman

Ottawa
World Exchange Plaza, Suite 2000
45 O'Connor Street
Ottawa, Ontario K1P 1A4

t: 613.691.6131
e: darcy.ammerman@mcmillan.ca

overview

Darcy is a partner in the firm’s Ottawa office advising on all aspects of corporate and commercial transactions, general contract law, financial institution regulation, regulation of service contracts/warranties and insurance matters (including cybersecurity insurance). Darcy's transactional experience includes syndicated lending, asset-based lending, real estate, DIP financing, mezzanine financing and project finance across a myriad of industries, including mining. Darcy is named as a 2019 rising star in the IFLR1000 Financial and Corporate Guide.

Recent highlights:

  • Acted for Canadian Payments Association (d.b.a. Payments Canada), the organization responsible for Canada’s essential payments systems, in connection with a syndicated credit facility in the principal amount of $250 million as part of the modernization of Canada’s payments ecosystem completed in April, 2017.

  • Counsel to The Bank of Nova Scotia in connection with an extension of a senior secured revolving credit facility to North American Palladium Ltd., an established precious metals producer, as described in the October 2013 edition of Lexpert

  • Counsel to Antares Capital LP, in its capacity as administrative agent for a syndicate of financial institutions, in connection with a US$135 million debtor-in-possession financing to Golfsmith International Holdings LP. Golfsmith, a specialty retailer of golf equipment, consumables, athletic apparel and accessories in North America, and its US subsidiaries filed for Chapter 11 proceedings in the United States. Concurrent Canadian proceedings under the CCAA were filed by Golf Town Canada Holdings Inc. (the Canadian branch of Golfsmith) and its Canadian subsidiaries.

  • Counsel to The Co-operators Group Limited in the merger of its travel insurance company TIC Travel Insurance Coordinators with Allianz Global Assistance Canada, creating one of the largest travel insurance providers in the country operating as Allianz Global Assistance, as described in the April 2015 edition of Lexpert.

  • Analysis of the regulatory landscape across Canada, including the factors that regulators may consider when assessing licensing requirements for the provision of automobile protection products through franchise auto dealerships

  • Darcy conducts a quarterly cross-Canada review of the legislation and regulatory guidance applicable to insurance companies in order to provide ongoing compliance advice through the firm's collaboration with Ethidex Inc.'s offering of Risk Manager®, a web based risk management and legislative compliance tool for insurance companies across Canada.

Representative Matters

Insurance

  • Routinely assists domestic and foreign insurance and reinsurance companies in connection with incorporation and licensing of Canadian subsidiaries/branches.
  • Advises corporate clients on the scope and language of the insurance policy coverage to be required from their vendors, including recently advising the provider of Canada’s essential payments systems on the scope and language of the cybersecurity insurance policy coverage to be required.
  • Recently conducted a fulsome review of the applications and endorsements of an international insurance company and adapted them for use within Canada (excluding Quebec).
  • Ongoing advice to a major global insurance company related to their operations in Canada, most recently with respect to the language and roll out of a new flood endorsement.
  • Counsel to an international insurance agency with respect to the organization and licensing of a Canadian federal life insurance agency seeking to commence business in the provinces of Ontario, Alberta, British Columbia and Quebec.
  • Darcy conducts a quarterly cross-Canada review of the legislation and regulatory guidance applicable to insurance companies in order to provide ongoing compliance advice through the firm's collaboration with Ethidex Inc.'s offering of Risk Manager®, a web based risk management and legislative compliance tool for insurance companies across Canada.
  • Engaged by a key stakeholder to provide advice with respect to the ongoing review of the federal financial sector legislative and regulatory framework in Canada, with a particular focus on the ability to interact with fintech companies.
  • Counsel to The Co-operators Group Limited in the merger of its travel insurance company TIC Travel Insurance Coordinators with Allianz Global Assistance Canada, creating one of the largest travel insurance providers in the country operating as Allianz Global Assistance, as described in the April 2015 edition of Lexpert.

Extended Warranties and Service Contracts

  • Advised an automotive manufacturer with respect to an extended warranty program, including potential risks and the applicability of licensing requirements.
  • Recently provided an analysis of the regulatory landscape across Canada, including the factors that regulators may consider when assessing licensing requirements for the provision of automobile protection products through franchise auto dealerships.

Lender Counsel

  • Counsel to Antares Capital LP, in its capacity as administrative agent for a syndicate of financial institutions, in connection with a US$135 million debtor-in-possession financing to Golfsmith International Holdings LP. Golfsmith, a specialty retailer of golf equipment, consumables, athletic apparel and accessories in North America, and its US subsidiaries filed for Chapter 11 proceedings in the United States. Concurrent Canadian proceedings under the CCAA were filed by Golf Town Canada Holdings Inc. (the Canadian branch of Golfsmith) and its Canadian subsidiaries.
  • Counsel to FMMC Private Yield Fund (FMMC), a private investment fund managed by Fraser Mackenzie Merchant Capital in connection with a 2016 multimillion-dollar funding agreement with iCONECT to support the ongoing development of iCONECT's flagship XERA document review platform and its continued expansion in the legal eDiscovery field, as well as its entrance into healthcare and finance industries. Fraser Mackenzie Merchant Capital is a private equity firm based in Canada that helps medium sized businesses grow, while FMMC provides capital to profitable, privately-owned and small-cap public businesses in Canada and the United States.
  • Counsel to The Bank of Nova Scotia in connection with an extension of a senior secured revolving credit facility to North American Palladium Ltd., an established precious metals producer, as described in the October 2013 edition of Lexpert
  • Assisted a major Schedule I Bank to obtain a security interest over a mine in Mexico, along with other collateral located in Peru and Barbados 
  • Lender counsel for the $175 million debtor-in-possession (DIP) financing provided to Catalyst Paper to help fund its operations during the period of credit protection under the CCAA
  • Assisted a major Schedule III Bank to secure an amended and restated credit facility to a leading energy management company, allowing the company to acquire a new subsidiary

Borrower Counsel

  • Acted for Canadian Payments Association (d.b.a. Payments Canada), the organization responsible for Canada’s essential payments systems, in connection with a syndicated credit facility in the principal amount of $250 million as part of the modernization of Canada’s payments ecosystem completed in April, 2017.  
  • Counsel to Intrinsic4D Inc. in connection with the 2016 closing of its brokered private placement of debenture units, led by Gravitas Securities Inc., Gravitas Capital International Inc. and Echelon Wealth Partners Inc., for gross proceeds of $3.13 million.
  • Canadian counsel to Vitran Corporation Inc., a publicly traded North American transportation company in the sale of its Supply Chain Operation (SCO) business to LEGACY Supply Chain for US $97 million in cash in which LEGACY Supply Chain acquired various Vitran Canadian and U.S. subsidiaries carrying on the SCO business, as described in the June 2013 edition of Lexpert
  • DIP financing: counsel to Crystallex International Corporation, a mining company, whose main asset was a $3.2 billion arbitration claim against Venezuela

Project Finance

  • Counsel to the bond underwriters and lenders in connection with a $1.093 billion 20 year project for the design, construction, financing, operation and maintenance of the John Hart Generating Station Replacement Project involving a new generating station, water bypass facility and associated water intake and 2.1 kilometer long tunnel located on Vancouver Island, British Columbia, as described in the July/August 2014 edition of Lexpert
  • Significant role in the financial close of the Northeast Anthony Henday Drive Project in Alberta, a $1.81 billion project for the design, build, operate and finance of the North East portion of the Edmonton ring road over the course of a 34-year contract. The project includes 27 kilometres of six and eight-lane divided roadway, nine interchanges, two road flyovers, eight rail crossings and two bridges across the North Saskatchewan River
  • Acting for both lenders and consortia on several bids in various jurisdictions, including the Interior Heart and Surgical Centre, Pan Am Games Stadia and Velodrome Project, Alberta Schools III and the Billy Bishop Airport Tunnel project
  • Darcy has also gained experience in the secondary market for PPPs

Publications

A Call to Action on Open Banking
An Update on the B-20 "Stress Test"
Why Rewards Programs may not be so Rewarding for Credit Card Issuers
So You Want to Insure Risks in Canada, Eh? A Guide To Becoming A Licensed Insurer
Financial Institutions: OSFI's Heightened Cyber Security Incident Reporting Obligations Now In Effect
Banking Regulation 2019
Open for Business? An Overview of Open Banking in Canada
OSFI Boots Up Cyber Safety with its New Advisory on Technology and Cyber Security Incident Reporting
OSFI adds the Earthquake Exposure Data Return to its Late and Erroneous Filing Penalty Framework
Adoption of financial sector reform goes ahead in Québec, but government backtracks on certain proposed changes in the insurance sector
OSFI Updates its Transaction Instructions for FRFIs' Purchase or Redemption of Shares and Reduction of Stated Capital
Getting the Deal Through - Banking Regulation 2018
Insurance Regulators Team Up to Strengthen Consumer Protection
Five Interest Rate Provisions to be Aware of Prior to Financing
Banking Regulation 2018 - 5th Edition
Ransomware and its Spawns
The "20% rule": Quebec's New Bill 150 clarifies the distinction between damage insurance "agencies" and "brokerage firms"
Department of Finance publishes Second Consultation Paper with respect to its review of the Federal Financial Sector Framework and OSFI Suspends "Bank Words" Crackdown
Ransomware and its Spawns
Department of Finance publishes Second Consultation Paper with respect to its review of the Federal Financial Sector Framework and OSFI Suspends "Bank Words" Crackdown
Cybercrime Insurance Coverage Caselaw: Welcome to Canada?
Getting the Deal Through - Banking Regulation 2017
Banking Regulation - 4th Edition
Ransomware: The Risks Are All Too Real
Contributor to Terralex Beacon Alert: Response to WannaCry Ransomware Attacks
Bulk or no Bulk - the PPSA is always in style
Guideline E-23: The Draft Enterprise-Wide Risk Management Guideline
International Data Transfers to and from Canada
OSFI Extends Implementation Date for Pillar 3 Disclosure Requirements
OSFI's Final Guideline on ORM is Less Prescriptive and Levels the Playing Field
OSFI Publishes Letter regarding the Tightening of its Supervisory Expectations for Mortgage Underwriting
Updates to the Bail-In Regime: Depositor Accounts
Updates to the Bail-In Regime: Introduction of Bill C-15
Safeguarding Data Transfers of Federally Regulated Entities: Within Canada and Beyond
Banking Regulation 2016, Canada chapter
Budget 2016: Introduction of a Bail-in Regime
OSFI Releases Draft Guideline on Application of IFRS 9 to Financial Instruments and Disclosure Obligations
Basel Committee's New Standardised Measurement Approach: Best of Both Worlds?
Global Generic Domains for Financial Institutions: Worth the Price of Admission?
The Federal Budget: What Financial Institutions Need to Know
Getting the Deal Through - Banking Regulation 2015, Canada chapter
Supreme Court of Canada upholds solicitor-client privilege settling a 15 year dispute
Supreme Court of Canada upholds solicitor-client privilege settling a 15 year dispute
OSFI Issues Final Advisory for Early Adoption of IFRS 9 Financial Instruments for Domestic Systemically Important Banks

News

McMillan lawyers ranked in the 2018 IFLR1000 Financial and Corporate Guide
McMillan lawyers ranked in the 2017 IFLR1000 Financial and Corporate Guide
McMillan lawyers rank well in the 2016 IFLR1000 Financial and Corporate Guide
Financial Services Group contribute chapter to the Getting the Deal Through – Banking Regulation 2015 Edition
Supreme Court of Canada Upholds Solicitor-Client Privilege, Settling a 15-Year Dispute

Education

  • Osgoode Hall Law School, Certificate in Regulatory Compliance & Legal Risk Management for Financial Institutions - 2015
  • University of Ottawa, LL.B. - 2010
  • Carleton University, M.A. in Psychology - 2006
  • Carleton University, B.A. (Hons.) in Psychology - 2002

Year Of Call

  • Called to the Ontario bar - 2011

Practices

financial services
secured lending and syndicated finance
insurance
project finance
public-private partnerships
structured finance, securitization and derivatives
regulatory compliance
security enforcement
cybersecurity
cryptocurrency and blockchain

Industries

alternative financing and procurement
banking, finance and insurance
energy
infrastructure
mining

Directorships and Professional Associations

  • Ontario Bar Association
  • Canadian Bar Association
  • OBA Young Lawyers' Division Central Executive Member 2012-2013
  • Member - Young Women in Law
  • Member - Young Leaders in Infrastructure
  • Past Board Member - Toronto Rehabilitation Institute Research Ethics Board

Community Involvement

  • Volunteer with Level (formally Canadian Lawyers Abroad) in support of the Dare to Dream justice education program mentoring Indigenous youth from Nunavut and the Northwest Territories.
  • Participant in The Law School Show as an interviewee. 
  • Mentor - Women's Legal Mentorship Program - uOttawa Chapter.

Awards & Rankings

  • Recognized by IFLR1000 Financial and Corporate Guide 2019 as a Rising Star in Banking
  • Listed on the UNECE Roster of PPP experts
  • IFLR1000 Financial and Corporate Guide 2018 as a rising star in banking and financial services

Media Mentions

linked in vcard

Darcy is a partner in the firm’s Ottawa office advising on all aspects of corporate and commercial transactions, general contract law, financial institution regulation, regulation of service contracts/warranties and insurance matters (including cybersecurity insurance). Darcy's transactional experience includes syndicated lending, asset-based lending, real estate, DIP financing, mezzanine financing and project finance across a myriad of industries, including mining. Darcy is named as a 2019 rising star in the IFLR1000 Financial and Corporate Guide.

Recent highlights:

  • Acted for Canadian Payments Association (d.b.a. Payments Canada), the organization responsible for Canada’s essential payments systems, in connection with a syndicated credit facility in the principal amount of $250 million as part of the modernization of Canada’s payments ecosystem completed in April, 2017.

  • Counsel to The Bank of Nova Scotia in connection with an extension of a senior secured revolving credit facility to North American Palladium Ltd., an established precious metals producer, as described in the October 2013 edition of Lexpert

  • Counsel to Antares Capital LP, in its capacity as administrative agent for a syndicate of financial institutions, in connection with a US$135 million debtor-in-possession financing to Golfsmith International Holdings LP. Golfsmith, a specialty retailer of golf equipment, consumables, athletic apparel and accessories in North America, and its US subsidiaries filed for Chapter 11 proceedings in the United States. Concurrent Canadian proceedings under the CCAA were filed by Golf Town Canada Holdings Inc. (the Canadian branch of Golfsmith) and its Canadian subsidiaries.

  • Counsel to The Co-operators Group Limited in the merger of its travel insurance company TIC Travel Insurance Coordinators with Allianz Global Assistance Canada, creating one of the largest travel insurance providers in the country operating as Allianz Global Assistance, as described in the April 2015 edition of Lexpert.

  • Analysis of the regulatory landscape across Canada, including the factors that regulators may consider when assessing licensing requirements for the provision of automobile protection products through franchise auto dealerships

  • Darcy conducts a quarterly cross-Canada review of the legislation and regulatory guidance applicable to insurance companies in order to provide ongoing compliance advice through the firm's collaboration with Ethidex Inc.'s offering of Risk Manager®, a web based risk management and legislative compliance tool for insurance companies across Canada.

Insurance

  • Routinely assists domestic and foreign insurance and reinsurance companies in connection with incorporation and licensing of Canadian subsidiaries/branches.
  • Advises corporate clients on the scope and language of the insurance policy coverage to be required from their vendors, including recently advising the provider of Canada’s essential payments systems on the scope and language of the cybersecurity insurance policy coverage to be required.
  • Recently conducted a fulsome review of the applications and endorsements of an international insurance company and adapted them for use within Canada (excluding Quebec).
  • Ongoing advice to a major global insurance company related to their operations in Canada, most recently with respect to the language and roll out of a new flood endorsement.
  • Counsel to an international insurance agency with respect to the organization and licensing of a Canadian federal life insurance agency seeking to commence business in the provinces of Ontario, Alberta, British Columbia and Quebec.
  • Darcy conducts a quarterly cross-Canada review of the legislation and regulatory guidance applicable to insurance companies in order to provide ongoing compliance advice through the firm's collaboration with Ethidex Inc.'s offering of Risk Manager®, a web based risk management and legislative compliance tool for insurance companies across Canada.
  • Engaged by a key stakeholder to provide advice with respect to the ongoing review of the federal financial sector legislative and regulatory framework in Canada, with a particular focus on the ability to interact with fintech companies.
  • Counsel to The Co-operators Group Limited in the merger of its travel insurance company TIC Travel Insurance Coordinators with Allianz Global Assistance Canada, creating one of the largest travel insurance providers in the country operating as Allianz Global Assistance, as described in the April 2015 edition of Lexpert.

Extended Warranties and Service Contracts

  • Advised an automotive manufacturer with respect to an extended warranty program, including potential risks and the applicability of licensing requirements.
  • Recently provided an analysis of the regulatory landscape across Canada, including the factors that regulators may consider when assessing licensing requirements for the provision of automobile protection products through franchise auto dealerships.

Lender Counsel

  • Counsel to Antares Capital LP, in its capacity as administrative agent for a syndicate of financial institutions, in connection with a US$135 million debtor-in-possession financing to Golfsmith International Holdings LP. Golfsmith, a specialty retailer of golf equipment, consumables, athletic apparel and accessories in North America, and its US subsidiaries filed for Chapter 11 proceedings in the United States. Concurrent Canadian proceedings under the CCAA were filed by Golf Town Canada Holdings Inc. (the Canadian branch of Golfsmith) and its Canadian subsidiaries.
  • Counsel to FMMC Private Yield Fund (FMMC), a private investment fund managed by Fraser Mackenzie Merchant Capital in connection with a 2016 multimillion-dollar funding agreement with iCONECT to support the ongoing development of iCONECT's flagship XERA document review platform and its continued expansion in the legal eDiscovery field, as well as its entrance into healthcare and finance industries. Fraser Mackenzie Merchant Capital is a private equity firm based in Canada that helps medium sized businesses grow, while FMMC provides capital to profitable, privately-owned and small-cap public businesses in Canada and the United States.
  • Counsel to The Bank of Nova Scotia in connection with an extension of a senior secured revolving credit facility to North American Palladium Ltd., an established precious metals producer, as described in the October 2013 edition of Lexpert
  • Assisted a major Schedule I Bank to obtain a security interest over a mine in Mexico, along with other collateral located in Peru and Barbados 
  • Lender counsel for the $175 million debtor-in-possession (DIP) financing provided to Catalyst Paper to help fund its operations during the period of credit protection under the CCAA
  • Assisted a major Schedule III Bank to secure an amended and restated credit facility to a leading energy management company, allowing the company to acquire a new subsidiary

Borrower Counsel

  • Acted for Canadian Payments Association (d.b.a. Payments Canada), the organization responsible for Canada’s essential payments systems, in connection with a syndicated credit facility in the principal amount of $250 million as part of the modernization of Canada’s payments ecosystem completed in April, 2017.  
  • Counsel to Intrinsic4D Inc. in connection with the 2016 closing of its brokered private placement of debenture units, led by Gravitas Securities Inc., Gravitas Capital International Inc. and Echelon Wealth Partners Inc., for gross proceeds of $3.13 million.
  • Canadian counsel to Vitran Corporation Inc., a publicly traded North American transportation company in the sale of its Supply Chain Operation (SCO) business to LEGACY Supply Chain for US $97 million in cash in which LEGACY Supply Chain acquired various Vitran Canadian and U.S. subsidiaries carrying on the SCO business, as described in the June 2013 edition of Lexpert
  • DIP financing: counsel to Crystallex International Corporation, a mining company, whose main asset was a $3.2 billion arbitration claim against Venezuela

Project Finance

  • Counsel to the bond underwriters and lenders in connection with a $1.093 billion 20 year project for the design, construction, financing, operation and maintenance of the John Hart Generating Station Replacement Project involving a new generating station, water bypass facility and associated water intake and 2.1 kilometer long tunnel located on Vancouver Island, British Columbia, as described in the July/August 2014 edition of Lexpert
  • Significant role in the financial close of the Northeast Anthony Henday Drive Project in Alberta, a $1.81 billion project for the design, build, operate and finance of the North East portion of the Edmonton ring road over the course of a 34-year contract. The project includes 27 kilometres of six and eight-lane divided roadway, nine interchanges, two road flyovers, eight rail crossings and two bridges across the North Saskatchewan River
  • Acting for both lenders and consortia on several bids in various jurisdictions, including the Interior Heart and Surgical Centre, Pan Am Games Stadia and Velodrome Project, Alberta Schools III and the Billy Bishop Airport Tunnel project
  • Darcy has also gained experience in the secondary market for PPPs
July 2019
A Call to Action on Open Banking

Financial Services Bulletin

June 2019
An Update on the B-20 "Stress Test"

Financial Services Bulletin

May 2019
Insurance and Risk Management 2019

CorporateLiveWire

March 2019
Banking Regulation 2019

Global Insights 

February 2019
Open for Business? An Overview of Open Banking in Canada

Financial Services Bulletin

February 2019
OSFI Boots Up Cyber Safety with its New Advisory on Technology and Cyber Security Incident Reporting

Financial Services and Privacy and Data Protection Bulletin

January 2019
OSFI adds the Earthquake Exposure Data Return to its Late and Erroneous Filing Penalty Framework

Insurance and Financial Services Regulatory Bulletin

May 2018
Insurance Regulators Team Up to Strengthen Consumer Protection

Insurance and Financial Institutions Regulation Bulletin

April 2018
Banking Regulation 2018 - 5th Edition

Global Legal Insights

November 2017
Ransomware and its Spawns

Canadian Privacy Law Review

August 2017
Ransomware and its Spawns

 (McMillan Internal)

June 2017
Getting the Deal Through - Banking Regulation 2017

Law Business Research

June 22, 2017
Banking Regulation - 4th Edition

Global Legal Insights

June 2017
Ransomware: The Risks Are All Too Real

(McMillan Internal Article)

May 2017
Contributor to Terralex Beacon Alert: Response to WannaCry Ransomware Attacks

TerraLex

April 2017
Bulk or no Bulk - the PPSA is always in style

Financial Services Bulletin

September 2016
International Data Transfers to and from Canada

Cybersecurity Bulletin

July 2016
OSFI's Final Guideline on ORM is Less Prescriptive and Levels the Playing Field
Insurance, Financial Services & Financial Services Regulatory Bulletin
July 2016
OSFI Publishes Letter regarding the Tightening of its Supervisory Expectations for Mortgage Underwriting
Financial Services and Financial Services Regulatory Bulletin
May 2016
Banking Regulation - 3rd Edition

Global Legal Insights

May 2016
Updates to the Bail-In Regime: Depositor Accounts
Financial Services Bulletin
May 2016
Updates to the Bail-In Regime: Introduction of Bill C-15
Financial Services Bulletin
2016
Banking Regulation 2016, Canada chapter

Getting the Deal Through

April 2016
Budget 2016: Introduction of a Bail-in Regime
Financial Services Bulletin
April 2015
Supreme Court of Canada upholds solicitor-client privilege settling a 15 year dispute
National Banking Law Review