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Graham Topa

Associate Admitted to the Ontario Bar: 2014

Graham is a corporate lawyer who regularly acts as counsel to venture capital funds, banks and other institutional investors with respect to venture capital (debt and private equity), secured lending, senior and subordinated/mezzanine financings and asset and share sale transactions. Graham also advises startups and emerging companies, including those in the social media, mobile application and technology sectors. Graham is a Director of the firm’s Startups Team and he is committed to helping clients both navigate legal and business challenges and build the solid foundation that is required to develop, grow and expand their business.

Through an attentive and detailed-oriented approach to understanding and addressing clients’ needs, Graham fosters trust and confidence that matters will be handled with the utmost professionalism and timeliness.

As a member of the Capital Markets and Venture Finance Groups, Graham advises on debt and equity financings, secured lending, mezzanine financings, mergers and acquisitions, asset and share sale transactions and general corporate and commercials matters. As part of Graham’s Startups practice, he advises startups and emerging companies with respect to corporate structure, governance, financing and technology licensing and commercialization. 

After summering and articling at Aird & Berlis, Graham joined the firm as an associate in 2014. 

Professional Involvement

Memberships

  • Canadian/Ontario Bar Association
  • Canadian Venture Capital & Private Equity Association (CVCA)

Representative Matters

Represented Transeastern Power Trust (TSXV: TEP.un and TEP.db) on its acquisition of two photovoltaic solar power production plants in Romania for a gross purchase price of over $40 million and concurrent debt and equity financings valued at over $18 million.

Represented Mevotech L.P. in an investment of growth capital from Penfund to help support its growth.
 
Represented Allied Properties Real Estate Investment Trust (TSX:AP.UN) in connection with its $86 million public equity offering
 
Represented Newcom Business Media Inc. (“Newcom”), a leading Canadian publishing company that specializes in B2B publishing of both print magazines and industry websites in the trucking, automotive aftermarket and mechanical contracting industries, in connection with the acquisition by Annex-Newcom Limited Partnership, a limited partnership between Newcom and Annex Business Media, of certain trade publications and related digital assets from Glacier Media Inc. for $19.65 million
 
Represented Allied Properties Real Estate Investment Trust (TSX:AP.UN) in connection with its $150 million offering
 
Acted for Transeastern Power Trust (the “Trust”) on its initial public offering of units and convertible unsecured subordinate debentures for aggregate gross proceeds of approximately $23,000,000 (TSXV: TEP.un and TEP.db). The Units and Debentures were offered pursuant to a prospectus filed with the securities regulatory authorities in each of the provinces of Canada, except Québec, and were underwritten by a syndicate of underwriters led by Canaccord Genuity Corp. and which included GMP Securities L.P. Proceeds of the IPO were used to acquire three hydroelectric power projects in Romania comprised of 11 run-of-river hydroelectric power plants with total capacity of over 5.1 MW. The Trust is one of the first foreign asset income trusts (known as FAITs) to go public in Canada and the first European based renewable energy FAIT listed on a Canadian stock exchange.

Selected Publications

"A 'Green Rush' for Debt Financing?," Co-authored with Timothy Jones, Aird & Berlis LLP Collateral Matters, April 6, 2017.

"SR&ED - Tax Incentives for Startups," Co-authored with Mat Goldstein, Aird & Berlis LLP StartupSource Featured Interview, March 2015.

Insights

Insights StartupSource Aug 10, 2017 Closing the Growth Capital Gap

Education

  • JD, Queen's University, 2013
  • MA (Philosophy), York University, 2008
  • BA (Hons), University of Toronto, 2006