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Matthew V. Liberatore

Associate Admitted to the Ontario Bar: 2011

Coming from a family of entrepreneurs, Matthew brings to his practice as a corporate lawyer an ingrained sense of what business owners look for from a trusted legal advisor. This keen awareness guides him in providing sensible solutions and cost-effective service in order to support his clients in meeting their strategic objectives. Matthew helps both established and emerging companies with ongoing corporate and commercial activities and advises on a wide range of business transactions. Whether advising on corporate finance, securities or mergers and acquisitions matters, Matthew is always focused on arming clients with the information they need to manage risks, seize opportunities and deal with the legal and regulatory implications of a particular course of action.

Matthew is a member of the firm’s Corporate/Commercial Group. His range of experience includes advising on public and private equity financing, debt financing, share and asset purchase transactions, corporate reorganizations, continuous disclosure, annual corporate proceedings and corporate governance matters.

Matthew summered and articled at Aird & Berlis before joining as an associate in 2011.

Other Languages

Italian

Professional Involvement

Professional Activities

  • Matthew has written articles regarding various aspects of Canadian corporate law.

Memberships

  • Canadian Bar Association
  • Italian Chamber of Commerce Forward Division
  • National Italian American Bar Association
  • Ontario Bar Association
  • Thomas More Lawyers' Guild of Toronto

Representative Matters

Acted for an American-based multinational company in connection with the sale of assets for approximately $30 million and the entering into of long-term distribution agreements with a Canadian-based distributor.

Acting for an American public entity to forestall a proposed unwanted business combination by a Canadian public entity.

Acting for a Texas-based energy investment firm in connection with the acquisition of public and private Canadian oil and oil services enterprises.

Acted for an Italian client in connection with its proposed acquisition of a Canadian-led business for approximately $30 million.

Since June 2015, acted for a New York City-based client in connection with a number of PIPE transactions in Canada (for an aggregate amount in excess of $200 million) as well as maintaining its ownership portfolio in more than 15 Canadian public entities.

Acted for a British international law firm in connection with the establishment and registration of its Canadian representative office and then its closing.

Acted as Canadian counsel to both OfficeMax Incorporated (NYSE: OMX) and Office Depot in connection with Canadian regulatory matters.

Represented Prospect Capital Management LP in connection with an add-on share acquisition by Prospect’s controlled portfolio company Mity, Inc. of Orem, Utah. The acquisition was completed by Mity, Inc. of the business currently carried on under the business name ‘Holsag Canada.’ The acquired business is a leading provider of multipurpose room furniture and specialty seating.

Represented Life Choices Natural Foods Corp. (“Life Choices”), a developer, marketer and vendor of premium convenience natural food products to consumers across Canada featuring premium convenience meat products made with a variety of combinations of grass fed and pasture raised meats (meat raised without the use of added hormones and antibiotics), in connection with the reverse take-over of GreenSpace Brands Inc.  (“GreenSpace”, formerly Aumento Capital IV Corporation) (TSXV:JTR). The transaction was completed by way of a three-cornered amalgamation of Life Choices with GreenSpace and a wholly-owned subsidiary of GreenSpace.  Immediately prior to the closing of the acquisition Life Choices completed a private placement led by Canaccord Genuity Corp. for gross proceeds of $5.3 million.

Represented the family owning the vast majority of Canada’s largest off-airport and only national car park company, Park’N Fly, in the recently completed sale of their parking business assets, including all real estate used in connection with the business located in Montreal, Ottawa, Toronto, Edmonton and Vancouver, along with goodwill and other operating assets, to a joint venture led by Cheung Kong Infrastructure Holdings Limited and Cheung Kong (Holdings) Limited, both companies whose shares are traded on the stock exchange of Hong Kong, each owning a 50% interest. Park’N Fly provides off-airport car park solutions in Toronto, Montreal, Edmonton, Ottawa and Vancouver. It operates its off-airport car park business in Vancouver through a joint venture and licenses its brand name to the Halifax International Airport Authority (“HIAA”) for use in HIAA’s off-airport car park. After winning an auction process conducted by the sellers’ financial advisors with assistance by the Ontario counsel to the seller, the purchasers’ joint venture, acquired the national business assets and operations as well as the license agreement with HIAA. The acquisition included two separate transactions, one for the assets and business located in Canada (other than Vancouver), which was owned entirely by entities controlled by one family and one for the assets and business located in Vancouver, which was owned by the same family together with another seller equally.

Represented National RV Communities LLC (now part of the Carefree Communities Inc.) in the completion of two acquisition transactions of vacation parks in Ontario. In Q3, 2013, we acted for this U.S. based client in connection with:

(a) the acquisition, structuring and financing of the Sherkston Shores property for approximately CAD$90 million. We worked with U.S. counsel in the simultaneous acquisition of Florida and Ontario properties from the same seller group with combined cross-border cross-collateralized financings. The matter value was $90 million; and

(b) the acquisition of 13 Ontario properties from 14 sellers within one ownership group for approximately CAD$33 million with combined cross-border, cross-collateralized financings. The matter value was $33 million. This transaction closed in January 2014.

We acted for the purchaser in both transactions, which included not only the acquisition of the real estate (challenging in its own right due to the complexity of the titles as well as involving more than 20 parcels and over 16 municipal requirements), but also the tax reorganization needed by the sellers. In the midst of the Sherkston Shores transaction, the buyer itself was acquired, which meant that the acquirer of the buyer and its counsel and its lenders and their counsel were now actively involved in every aspect of the transaction and we became involved in the acquirer’s financing. Since these were cross-border transactions, ultimately with an American REIT owning non-U.S. real estate, the U.S. REIT rules for ‘good’ and ‘bad’ income had to be managed.

Represented CIT Lending Corporation, an administrative agent to a syndicate of internationally recognized banks, including itself, in connection with an initial five-year term loan. The loan was advanced more than six years ago and was finally repaid in Q2 2013. The borrower and its various subsidiaries, including a professional sports team, an arena holding corporation, the ticketing entity, and the concession entity, provided extensive security to the lenders, all of which was subject to the governing body of the particular professional sport. As additional collateral, a pledge of a 59% majority interest in a Canadian public corporation was given. When realization became a reasonable possibility, steps were commenced to realize on the shares of the Canadian public company. As a defensive measure, the public company created and implemented a shareholder rights plan, announced corporate changes, and announced a proposed public offering of units of shares and warrants of the public company. All such actions required review and response by the lenders.

Represented Hecla Mining Company (NYSE: HL) in connection with its proposed takeover bid for the equity and near equity of U.S. Silver Combination following the announcement of U.S. Silver Corporation’s proposed share-exchange merger with RX Gold & Silver Inc. The process undertaken by Hecla included approaches to U.S. Silver to consider a business combination by way of plan of arrangement. Hecla then launched a combined hostile takeover bid and proxy solicitation of U.S. Silver Corporation. Applications and subsequent court hearings were held to consider certain matters and applications were successfully made to securities regulatory authorities for certain relief. The matter included court proceedings to attempt to delay the vote on the competing offer (which was not successful) as well as a successful application to the Ontario Securities Commission for an order of a nature not previously issued.

Represented Adira Energy Ltd. (TSXV: ADL) in its $11.1 million short form prospectus offering with a syndicate of agents co-led by GMP Securities L.P., Cormark Securities Inc. and Dundee Securities Ltd., and including Clarus Securities Inc., and FirstEnergy Capital Corp.

Represented Eiffage Travaux Publics S.A.S., a large French public company focused on the construction industry, which is actively considering a series of mid-market acquisitions in Canada in complementary industries as a method of entering North America. One acquisition is currently being pursued, with a letter of intent having been signed and material documents having been exchanged. We were selected to act for Eiffage Travaux Publics S.A.S. after entering a competition for the choice of counsel run by a New York-based investment bank and financial advisor in conjunction with the client.

Represented Prospect Street Capital, a large, New York-based private equity firm with investments throughout the world (primarily the Americas), on the following transaction:

(a) The acquisition of MITY Enterprises, Inc., a market-leading provider of multipurpose room furniture and specialty healthcare seating in Q3, for about $43 million

Represented Auryx Gold Corp. (TSX: AUX) in a bought deal offering, including the exercise of an over-allotment option, with a syndicate of underwriters co-led by Macquarie Capital Markets Canada Ltd. and Jennings Capital Inc. and also including Canaccord Genuity Corp., Wellington West Capital Markets Inc., Cormark Securities Inc., GMP Securities L.P., and TD Securities Inc.

Represents the Electrum Group in connection with its maintenance and its large and economically valuable positions in numerous Canadian public resource companies. We have:

(a) continued to maintain and monitor the portfolio and the various regulatory requirements;

(b) advised with respect to additional offerings, corporate governance issues, and potential sale and lock-up matters;

(c) considered board representation and ‘acting jointly or in concert’ related questions;

(d) been engaged to consider and advise on investment in entities in which the investor does not have a current investment; and

(e) have also considered various potential new investments and advised in connection therewith ranging from $10 million to over $400 million.

Selected Publications

Co-author with Martin Kovnats, Jeffrey Merk, Andrew Magnus, Daniel Everall and Liam Tracey-Raymont, "Canadian Chapter," Securities Finance, published by Getting the Deal Through, 2016 and 2017.

Contributor, "Canadian Public Target Mergers & Acquisitions Deal Points Study (For Transactions Announced in 2013 & 2014)," published by the Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association's Business Law Section, 2015.

Co-author with Mat Goldstein, "Securities Alert! Major Changes to Canadian Capital Raising Exemptions," Aird & Berlis LLP Securities Law Bulletin, June 2015.

Co-author with Martin Kovnats, Jeffrey Merk and Andrew Magnus, "Ontario Securities Regulation: Are Canadian Market Participants Allowed to be 'Big Boys'?" Corporate Financing, Volume XIX, No. 2, November 2014.

Co-author with Martin Kovnats, and Jeffrey Merk, "2014 Canadian Directors' Duties Checklist" (IBA Corporate and M&A Law).

Co-author; "2013 Canadian Public Target Mergers & Acquisitions Deal Points Study," A Project of the Mergers & Acquisitions Market Trends Subcommittee, Mergers & Acquisitions Committee of the American Bar Association's Business Law Section, 2013.

Co-author with Jeffrey Merk and Andrew Magnus, "NI  62 1O3 early warning requirements," Corporate Financing, Volume XVIII, No. 2, June 2013.

Co-author, "Bank Act Security Interest vs. Unregistered PPSA Security Interest: Supreme Court Has Declared a Winner," Aird & Berlis LLP Collateral Matters, December 2010.

Education

  • LLB, University of Leicester, Faculty of Law (Senior Status), 2008
  • BA (Hons.), University of Toronto, 2005