Don M.E. Waters 

Co-Chair, Japan Practice Group
Toronto  t: 416.865.7920  |  e: don.waters@mcmillan.ca

Don M.E. Waters

Toronto
Brookfield Place, Suite 4400
181 Bay Street
Toronto, Ontario M5J 2T3

t: 416.865.7920
e: don.waters@mcmillan.ca

overview

Don Waters is a partner in the firm's Financial Services Group. Don's practice is focused on corporate debt finance and structured finance transactions, including asset based lending, syndicated lending, cross-border debt financings, securitization and project finance transactions.

Don's experience in corporate debt financing transactions includes leading syndicated, bilateral, club, domestic and cross-border debt financings, debtor-in-possession financings and infrastructure projects for financial institutions, borrowers, syndicates and private equity sponsors.

Don routinely acts in securitization and structured finance matters on behalf of sellers, financial institutions, asset providers, swap counterparties, liquidity providers and servicers in securitization transactions with respect to a variety of asset classes, including commercial and residential mortgages, trade receivables, collateralized debt obligations, personal credit lines and vehicle loans and leases.

Don is co-chair of the firm's Japan practice group and acts for a number of Japanese financial institutions and corporations. From 1996 to 1997 Don worked at the Japanese firm of Anderson Mori & Tomotsune in Tokyo.

Representative Matters

  • Counsel in connection with new Maintenance Centre for L'Agencie Metropolitaine de Transport in Pointe St. Charles.
  • Counsel to WESCO International Inc. in connection with the increase in its revolving credit facility lead by JP Morgan Chase to $600 million and the entering into of a $850 million term loan facility lead by Credit Suisse in connection with WESCO's $1.14 billion acquisition of EECOL Electric Corp. and related companies.
  • Counsel to Canadian financial institution as agent to syndicate of lenders on a $1.475 billion revolving credit facility to retail borrower in respect of its corporate and asset backed commercial paper programs.
  • Counsel to Kilmer Van Nostrand Co. Ltd. in respect of 2015 Pan Parapan American Games Athletes' Village in Toronto.
  • Counsel to Canadian financial institution in connection with $100 million credit facility to bidder in connection with the auction of spectrum licenses for mobile broadband services in the 700 MHz band to be conducted by Industry Canada.
  • Counsel to Canadian financial institution as sponsor in connection with $50 million cross-border securitization of trade receivables of Canadian food services company.
  • Counsel to Canadian financial institution in connection with $81 million credit facility to bidder in connection with the auction of spectrum licenses for mobile broadband services in the 700 MHz band to be conducted by Industry Canada.
  • Counsel to JP Morgan Chase Bank, N.A. in connection with a US$210 million syndicated credit facility to Kildair Service Inc., a supplier of energy and materials handling services.
  • Counsel on Ontario Provincial Police Modernization Project in respect of new OPP facilities in 16 communities across Ontario.
  • Counsel to Canadian financial institution in connection with restructuring of $3 billion securitization conduit.
  • Counsel to Canadian financial institution in connection with $175 million cross border trade receivables securitization transaction.
  • Counsel to Kilmer Capital Partners in connection with financings related to various acquisitions.
  • Counsel to auto finance company in connection with establishment of special purpose entity and cross-border securitization of lease and loan receivables.
  • Counsel for financial institution in connection with Nouvelle Autoroute 30 southwest of Montreal.
  • Counsel to Canadian financial institution in connection with $750 million cross border auto lease securitization.
  • Counsel to auto-finance company in connection with $1.6 billion syndicated credit facility
  • Counsel for financial institution in connection with Modernization of Centre Hospitalier Universitaire Sainte-Justine.
  • Counsel to Canadian financial institution in connection with $34 million securitization of retail trade receivables of consumer electronics corporation.
  • Counsel to auto-finance company in connection with $2 billion commercial paper program.
  • Counsel to Canadian financial institution as agent in connection with $113 million cross-border syndicated financing of a Canadian private equity fund in connection with its acquisition of an international distributor of retail goods.
  • Counsel to the Bank of Nova Scotia, as administrative agent for a syndicate of lender in negotiating a settlement of the Lenders' $369 million loans to Yellow Media Inc. outside of Yellow Media's $2.4 billion recapitalization transaction pursuant to a plan of arrangement under the Canada Business Corporations Act.
  • Counsel to purchaser in connection with acquisition of 10MW solar farm in Ontario.
  • Counsel to the Bank of Nova Scotia, as administrative agent for a syndicate of lenders of $80 million credit facility in favour of Canadian Digital Cinema Partnership, a joint venture between Cineplex Entertainment Limited Partnership and Empire Theatres Limited with respect to the acquisition and deployment of digital projection systems to approximately 1600 of the partners' movie theatre screens across Canada.
  • Counsel to auto finance company in connection with establishment of special purpose entity and securitization of loan receivables.
  • Counsel to global financial institution as swap counterparty and liquidity provider in connection with the restructuring of over C$2 billion of asset-backed debt obligations and related credit derivatives transactions of Canadian bank sponsored asset-backed commercial paper conduits.
  • Counsel for HSBC Bank Canada and HSBC Bank USA , N.A.in connection with $32 billion Canadian ABCP restructuring.
  • Counsel for financial institution in connection with the Rapid Transit Line connecting downtown Vancouver with the City of Richmond and the Vancouver Airport.
  • Counsel to the Bank of Nova Scotia as agent for the secured lenders to Masonite International Corporation in connection with Masonite's completion of its cross-border financial restructuring and emergence from protection under both Chapter 11 of the US Bankruptcy Code and the Companies' Creditors Arrangement Act (CCAA) in Canada, only 85 days following its initial filings. The restructuring reduced Masonite's debt from US$2.2 billion to US$11.3 million of term debt and less than US$2 million of other debt at foreign subsidiaries at emergence.
  • Counsel to JPMorgan Chase in its capacity as Agent for a syndicate of lenders holding approximately $300 million of debt in cross-border CCAA and Chapter 11 proceedings of Barzel Industries.
  • Counsel to global financial institution as swap counterparty and liquidity provider in connection with the restructuring of over C$2 billion of asset-backed debt obligations and related credit derivatives transactions of non-bank sponsored asset-backed commercial paper conduit.
  • Counsel in connection with establishment of CDO transactions with an aggregate notional dollar amount in excess of C$30 billion.
  • Counsel to Bank of Montreal as agent to a syndicate of lenders to Saskatchewan Wheat Pool in connection with its consensual financial restructuring providing for the issuance of medium term notes and convertible notes, the implementation of $375 million of new credit facilities through an asset-backed working capital facility, a $100 million term loan and a new securitization programme for the company's receivables.
  • Counsel to Bank of Montreal as agent to a syndicate of lenders to Saskatchewan Wheat Pool in connection with financial restructuring establishing credit facilities of $557.5 million, a $325 million securitization program, and security arrangements for its member loan program and $300 million of outstanding notes.

     

Presentations

Legal Pitfall and Protections Related to Contracting in Renminbi
The Threshold Question: Negotiating Materiality Qualifiers and Standard of Effort Clauses in Credit Agreements
Key Issues, Latest Developments & Best Practices
Negotiating and Drafting the Credit Agreement
Planning for the Future: Some Key Issues

Publications

Canada Chapter
Canada Chapter
Canada Chapter
Canada Chapter
International Payments in RMB
Collateral (un)damaged: Canadian regulators publish consultation paper on segregation and portability in OTC derivatives clearing
International Cash Pooling
Clearing becomes Clearer OSFI Releases Timeline for Implementing Basel III Central Counterparty Reforms
Country Q&A - Canada
Asset Securitization - Recent Developments of Importance
Asset Securitization - Recent Developments of Importance
Asset Securitization - Recent Developments of Importance

News

71 McMillan Lawyers Named in the 2020 Edition of Best Lawyers in Canada
McMillan lawyers recognized in US/Canada Cross-Border Guide 2019
60 McMillan Lawyers Recognized in the 2019 Canadian Legal Lexpert Directory
McMillan Highlighted in both Lexpert's Top 10 Deals and Top 10 Business Decisions
23 McMillan lawyers recognized in 2019 IFLR1000 Financial and Corporate Guide
65 McMillan Lawyers Named in the 2019 Edition of Best Lawyers in Canada
McMillan Lawyers Contributed to Five Practice Areas in the 2018 International Comparative Legal Guides (ICLG)
McMillan lawyers recognized in US/Canada Cross-Border Guide 2018
McMillan lawyers well-represented in the 2018 Canadian Legal Lexpert Directory
McMillan lawyers ranked in the 2018 IFLR1000 Financial and Corporate Guide
Margaret McNee recognized as Mutual Funds Lawyer of the Year, along with 58 McMillan Lawyers in the 2018 Best Lawyers in Canada Report
McMillan Lawyers Contributed to Six Practice Areas in the International Comparative Legal Guides (ICLG)
McMillan lawyers ranked in the 2017 IFLR1000 Financial and Corporate Guide
61 McMillan lawyers recognized in The Best Lawyers in Canada 2017
McMillan contributes Canadian chapter to The International Comparative Legal Guide to Securitisation 2016
McMillan contributes Canadian chapter to The International Comparative Legal Guide to Lending & Secured Finance 2016
McMillan lawyers rank well in the 2016 IFLR1000 Financial and Corporate Guide
60 McMillan lawyers recognized in the 10th Edition of The Best Lawyers in Canada
Financial Services Group contribute chapter to the International Comparative Legal Guide to Lending and Secured Finance 2015 Edition
McMillan lawyers recognized in the 2015 Best Lawyers in Canada
McMillan contributes Canadian Chapter to ICLG Lending & Secured Finance 2014 Edition
47 McMillan lawyers recognized in the 2013 Best Lawyers in Canada
50 McMillan Lawyers recognized in the 2012 Best Lawyers in Canada

Education

  • University of Toronto, LLB - 1998
  • University of Western Ontario, BA (Hons.) - 1993

Year Of Call

  • Called to the Ontario bar - 2000

Practices

financial services
fintech
structured finance, securitization and derivatives
secured lending and syndicated finance
private equity
project finance
restructuring and insolvency
security enforcement
public-private partnerships
Japan

Industries

banking, finance and insurance
private equity - buyouts & venture capital investment
automotive
transportation
media, communications and entertainment
infrastructure
energy

Directorships and Professional Associations

  • International Bar Association
  • Law Society of Upper Canada
  • Turnaround Management Association
  • Association for Corporate Growth
  • Inter-Pacific Bar Association
  • Japan Society
  • Canada Japan Society

Awards & Rankings

  • Recognized by Best Lawyers in Canada (2020) as a leading lawyer in the areas of Banking & Finance Law and Structured Finance Law
  • Recognized by the 2019 Lexpert Guide to the US/Canada Cross-Border Lawyers in Canada as a leading Canadian lawyer in cross-border practices
  • Recognized in the 2019 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the areas of Asset Securitization and Asset-Based Lending
  • Recognized by IFLR1000 Financial and Corporate Guide 2019 as Highly Regarded in Banking, Capital Markets: Debt, Capital Markets: Structured Finance and Securitisation
  • The Best Lawyers in Canada (2019) in Banking & Finance Law and Structured Finance Law
  • Recognized in the 2018 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the area of Asset Securitization
  • Lexpert Guide (2018) ranked as a leading US/Canada Cross-Border Lawyer in Canada
  • The Best Lawyers in Canada (2018) in Banking & Finance Law and Structured Finance Law
  • Canadian Legal Lexpert Directory 2017 as repeatedly recommended in the area of Asset Securitization
  • IFLR1000 Financial and Corporate Guide 2018 as a leading lawyer in Banking, Capital Markets: Debt, Capital Markets: Structured Finance and Securitization
vcard

Don Waters is a partner in the firm's Financial Services Group. Don's practice is focused on corporate debt finance and structured finance transactions, including asset based lending, syndicated lending, cross-border debt financings, securitization and project finance transactions.

Don's experience in corporate debt financing transactions includes leading syndicated, bilateral, club, domestic and cross-border debt financings, debtor-in-possession financings and infrastructure projects for financial institutions, borrowers, syndicates and private equity sponsors.

Don routinely acts in securitization and structured finance matters on behalf of sellers, financial institutions, asset providers, swap counterparties, liquidity providers and servicers in securitization transactions with respect to a variety of asset classes, including commercial and residential mortgages, trade receivables, collateralized debt obligations, personal credit lines and vehicle loans and leases.

Don is co-chair of the firm's Japan practice group and acts for a number of Japanese financial institutions and corporations. From 1996 to 1997 Don worked at the Japanese firm of Anderson Mori & Tomotsune in Tokyo.

  • Counsel in connection with new Maintenance Centre for L'Agencie Metropolitaine de Transport in Pointe St. Charles.
  • Counsel to WESCO International Inc. in connection with the increase in its revolving credit facility lead by JP Morgan Chase to $600 million and the entering into of a $850 million term loan facility lead by Credit Suisse in connection with WESCO's $1.14 billion acquisition of EECOL Electric Corp. and related companies.
  • Counsel to Canadian financial institution as agent to syndicate of lenders on a $1.475 billion revolving credit facility to retail borrower in respect of its corporate and asset backed commercial paper programs.
  • Counsel to Kilmer Van Nostrand Co. Ltd. in respect of 2015 Pan Parapan American Games Athletes' Village in Toronto.
  • Counsel to Canadian financial institution in connection with $100 million credit facility to bidder in connection with the auction of spectrum licenses for mobile broadband services in the 700 MHz band to be conducted by Industry Canada.
  • Counsel to Canadian financial institution as sponsor in connection with $50 million cross-border securitization of trade receivables of Canadian food services company.
  • Counsel to Canadian financial institution in connection with $81 million credit facility to bidder in connection with the auction of spectrum licenses for mobile broadband services in the 700 MHz band to be conducted by Industry Canada.
  • Counsel to JP Morgan Chase Bank, N.A. in connection with a US$210 million syndicated credit facility to Kildair Service Inc., a supplier of energy and materials handling services.
  • Counsel on Ontario Provincial Police Modernization Project in respect of new OPP facilities in 16 communities across Ontario.
  • Counsel to Canadian financial institution in connection with restructuring of $3 billion securitization conduit.
  • Counsel to Canadian financial institution in connection with $175 million cross border trade receivables securitization transaction.
  • Counsel to Kilmer Capital Partners in connection with financings related to various acquisitions.
  • Counsel to auto finance company in connection with establishment of special purpose entity and cross-border securitization of lease and loan receivables.
  • Counsel for financial institution in connection with Nouvelle Autoroute 30 southwest of Montreal.
  • Counsel to Canadian financial institution in connection with $750 million cross border auto lease securitization.
  • Counsel to auto-finance company in connection with $1.6 billion syndicated credit facility
  • Counsel for financial institution in connection with Modernization of Centre Hospitalier Universitaire Sainte-Justine.
  • Counsel to Canadian financial institution in connection with $34 million securitization of retail trade receivables of consumer electronics corporation.
  • Counsel to auto-finance company in connection with $2 billion commercial paper program.
  • Counsel to Canadian financial institution as agent in connection with $113 million cross-border syndicated financing of a Canadian private equity fund in connection with its acquisition of an international distributor of retail goods.
  • Counsel to the Bank of Nova Scotia, as administrative agent for a syndicate of lender in negotiating a settlement of the Lenders' $369 million loans to Yellow Media Inc. outside of Yellow Media's $2.4 billion recapitalization transaction pursuant to a plan of arrangement under the Canada Business Corporations Act.
  • Counsel to purchaser in connection with acquisition of 10MW solar farm in Ontario.
  • Counsel to the Bank of Nova Scotia, as administrative agent for a syndicate of lenders of $80 million credit facility in favour of Canadian Digital Cinema Partnership, a joint venture between Cineplex Entertainment Limited Partnership and Empire Theatres Limited with respect to the acquisition and deployment of digital projection systems to approximately 1600 of the partners' movie theatre screens across Canada.
  • Counsel to auto finance company in connection with establishment of special purpose entity and securitization of loan receivables.
  • Counsel to global financial institution as swap counterparty and liquidity provider in connection with the restructuring of over C$2 billion of asset-backed debt obligations and related credit derivatives transactions of Canadian bank sponsored asset-backed commercial paper conduits.
  • Counsel for HSBC Bank Canada and HSBC Bank USA , N.A.in connection with $32 billion Canadian ABCP restructuring.
  • Counsel for financial institution in connection with the Rapid Transit Line connecting downtown Vancouver with the City of Richmond and the Vancouver Airport.
  • Counsel to the Bank of Nova Scotia as agent for the secured lenders to Masonite International Corporation in connection with Masonite's completion of its cross-border financial restructuring and emergence from protection under both Chapter 11 of the US Bankruptcy Code and the Companies' Creditors Arrangement Act (CCAA) in Canada, only 85 days following its initial filings. The restructuring reduced Masonite's debt from US$2.2 billion to US$11.3 million of term debt and less than US$2 million of other debt at foreign subsidiaries at emergence.
  • Counsel to JPMorgan Chase in its capacity as Agent for a syndicate of lenders holding approximately $300 million of debt in cross-border CCAA and Chapter 11 proceedings of Barzel Industries.
  • Counsel to global financial institution as swap counterparty and liquidity provider in connection with the restructuring of over C$2 billion of asset-backed debt obligations and related credit derivatives transactions of non-bank sponsored asset-backed commercial paper conduit.
  • Counsel in connection with establishment of CDO transactions with an aggregate notional dollar amount in excess of C$30 billion.
  • Counsel to Bank of Montreal as agent to a syndicate of lenders to Saskatchewan Wheat Pool in connection with its consensual financial restructuring providing for the issuance of medium term notes and convertible notes, the implementation of $375 million of new credit facilities through an asset-backed working capital facility, a $100 million term loan and a new securitization programme for the company's receivables.
  • Counsel to Bank of Montreal as agent to a syndicate of lenders to Saskatchewan Wheat Pool in connection with financial restructuring establishing credit facilities of $557.5 million, a $325 million securitization program, and security arrangements for its member loan program and $300 million of outstanding notes.

     
April 2019
Canada: Lending & Secured Finance 2019

International Comparative Legal Guide (ICLG)

2017
Canada Chapter

The International Comparative Legal Guide to: Securitisation 2017 - 10th Edition

2017
Canada Chapter

The International Comparative Legal Guide to: Lending & Secured Finance 2017 – 5th Edition

2016
Canada Chapter

The International Comparative Legal Guide to: Lending and Secured Finance 2016

2016
Canada Chapter

The International Comparative Legal Guide to: Securitisation 2016

March 2015
International Payments in RMB
Financial Services Bulletin
2015
Canada Chapter

The International Comparative Legal Guide to: Lending and Secured Finance 2015

2014
Canada Chapter
The International Comparative Legal Guide to: Lending and Secured Finance 2014
2013
Canada Chapter
The International Comparative Legal Guide to: Lending and Secured Finance 2013
June 2011
International Cash Pooling
Cross-Border Cash Management Systems and Intra-Group Financing
- Canada chapter (Co-author)
February 2011
Clearing becomes Clearer OSFI Releases Timeline for Implementing Basel III Central Counterparty Reforms
Derivatives and Financial Institutions Regulation Bulletin
June 2010
Country Q&A - Canada
Structured Finance and Securitization
PLC cross-border Structured Finance and Securitization Handbook 2010
March 2009
Asset Securitization - Recent Developments of Importance
2009 Lexpert / ALM Media Guide to the Leading 500 Lawyers in Canada
March 2008
Asset Securitization - Recent Developments of Importance
2008 Lexpert / ALM Media Guide to the Leading 500 Lawyers in Canada
May 2007
Asset Securitization - Recent Developments of Importance
2007 Lexpert / The American Lawyer - Guide to the Leading 500 Lawyers in Canada
June 2015
Legal Pitfall and Protections Related to Contracting in Renminbi
Speaker and Panelist at Renminbi Trading Hub and its Implication for Bilateral Trade Between Ontario and China
September 1, 2014
The Threshold Question: Negotiating Materiality Qualifiers and Standard of Effort Clauses in Credit Agreements
Speaker at American Bar Association Business Law Section Annual Meeting
April 2014
Key Issues, Latest Developments & Best Practices
Speaker at Regulatory Compliance for Financial Institutions Conference
November 2009
Negotiating and Drafting the Credit Agreement
Speaker at the Osgoode Intensive Short-Course in Commercial Loan Finance and Security
June 2008
Planning for the Future: Some Key Issues
Speaker and Moderator, 11th Asset Securitization Forum - Canadian ABS 2008