Securities & Capital Raising
Raising capital is about more than how much a company needs. How the investment is structured shapes ownership, governance, investor rights and the company’s flexibility long after the money is in the bank.
Let’s TalkRaising and investing private capital. We structure and document private equity and debt financings, private placements and investment transactions so the deal reflects the commercial terms and the ongoing relationship between the company, its owners and its investors. How an investment is structured shapes ownership, governance and the company’s future flexibility long after it closes.
South Hill Law advises private companies, investors and management teams on private capital raises and investment transactions, translating the commercial deal into clear, workable terms.
We advise companies and investors on private equity investments, structuring and documenting the transaction so it reflects the commercial deal and the interests on both sides of the table.
We advise borrowers, lenders and private investors on private debt transactions and the financing arrangements that support them.
We advise companies on private offerings and the securities requirements that apply, helping clients navigate the exempt market framework and structure offerings in a practical way suited to the transaction.
Most private raises are structured to rely on the prospectus exemptions in National Instrument 45-106, Prospectus Exemptions, allowing a company to raise capital without filing a prospectus. We help clients identify the exemptions available for a given offering, prepare the subscription and disclosure documents each exemption calls for, and manage the resale restrictions and post-closing filings that follow, so the raise stays onside the exempt market framework from term sheet to closing.
Common exempt market transactions we advise on include:
An investment creates an ongoing relationship between investors, owners and management. We document that relationship, shareholder agreements, investor rights, governance arrangements and other negotiated protections, so everyone understands where they stand.
The best financing structure is one that works for the business, not simply one that satisfies the legal requirements. We work with clients and their advisors to understand the commercial objectives behind the raise and turn them into clear, workable documentation.
These are among the questions companies and investors raise most often when structuring a private financing.
The exempt market is the part of the capital markets where securities are sold without a prospectus, in reliance on exemptions under National Instrument 45-106. It allows private companies to raise capital efficiently, provided each offering meets the conditions of the exemption relied on.
Equity financing raises capital by issuing shares, giving investors an ownership stake and, often, a say in governance. Debt financing raises capital through loans or notes that must be repaid, usually with interest, and generally without diluting ownership.
That depends on the exemption relied on, whether the accredited investor exemption, the private issuer exemption, or the family, friends and business associates exemption. Each defines who may participate and what disclosure the company must provide.
A subscription agreement is the contract by which an investor agrees to purchase securities and confirms that it qualifies under the applicable exemption. It records the terms of the investment and the representations each side relies on.
After closing, a company must generally file reports of exempt distribution, observe resale restrictions and honour any investor rights it has granted. Managing these obligations keeps the company onside its securities requirements and ready for its next raise.