Featured Transaction

Element Financial Closes $1.42 Billion Bought Deal Financing

June 18, 2014

Element Financial Corporation (TSX:EFN) (“Element”), one of North America’s leading equipment finance companies, closed a prospectus offering (the “Offering”) for aggregate gross proceeds of $1.42 billion. The Offering consisted of (i) 74,416,500 subscription receipts at $12.75 per subscription receipt for gross proceeds of approximately $949 million; (ii) $345 million aggregate principal amount of 5.125% extendible convertible unsecured subordinated debentures; and (iii) 5,000,000 6.40% Cumulative 5-Year Rate Reset Preferred Shares, Series E at $25.00 per share for gross proceeds of $125 million. The proceeds of the Offering will be used principally to fund Element’s acquisition of PHH Corporation’s North American fleet management services business and to finance Element’s stronger than forecast organic growth.

The offering of the subscription receipts was conducted by a syndicate of underwriters co-led by BMO Nesbitt Burns Inc. (“BMO”), CIBC World Markets Inc. (“CIBC”), GMP Securities L.P. (“GMP”), Barclays Capital Canada Inc. (“Barclays”), National Bank Financial Inc. (“NBF”) and TD Securities Inc. (“TD”) and including Credit Suisse Securities (Canada) Inc. (“CSS”), RBC Dominion Securities Inc. (“RBC”), Scotia Capital Inc. (“Scotia”), Cormark Securities Inc. (“Cormark”) and Manulife Securities Incorporated (“Manulife”). The offering of the debentures was conducted by a syndicate of underwriters co-led by BMO, CIBC, GMP, NBF and TD and including Barclays, CSS, RBC, Scotia, Cormark and Manulife. The offering of the preferred shares was conducted by a syndicate of underwriters co-led by BMO, CIBC, GMP, NBF and TD and including RBC, Scotia, Cormark and Manulife.

Wildeboer Dellelce LLP acted as counsel to the underwriters in connection with the Offering with a team that included Perry Dellelce, Rob Wortzman, Jeff Hergott, Mack Hosseinian, Amanda Berloni, Gordon Cassie and Ragu Anantharajah (corporate/securities) and Kevin Fritz (tax).