Jill P. Fraser

Professional Involvement

Memberships

• Canadian Finance & Leasing Association

Community Involvement

• Board of Governors, Havergal College

Representative Matters

Acted for Energy+ Inc. in the closing of a $55 million offering of 2.968% senior unsecured debentures due August 10, 2060. The debentures were sold on an agency basis to accredited investors on a private placement basis by means of a confidential offering memorandum.

Acted for The Toronto-Dominion Bank in its capacity as Administrative Agent, Joint-Arrangers, Joint-Bookrunner and a lender in connection with syndicated credit facilities established in favour of Sangoma Technologies Inc. and Sangoma U.S. Inc. (the “borrowers”) in the total amount of $64 million to support the borrowers’ working capital requirements and acquisition of a U.S. target.

Acted for the agent and the lenders on a syndicated credit facility in the aggregate amount of $155 million to a corporation in the business of specialty grocery retailer and food distribution.

Acted for a corporation in the business of making loans to finance the payment of insurance premiums, who entered into a purchase and servicing agreement with a chartered bank, with a purchase limit of $100 million. Various intercreditor and other priority agreements were negotiated.  

Acted for the financial advisor and lead arranger, as well as the syndicate of lenders, in a $120 million construction and term financing to a group of companies with a portfolio of retirement and long-term care facilities. Security was taken over both real property and personal property, all located in Ontario. Priority agreements were negotiated with the operating lender, and payout letters negotiated with the former term funders. 

Acted for an entity who purchased a portfolio of receivables and related assets under a private-label credit card program established with a Canadian chartered bank. Prepared receivable purchase agreements and assignments to deal with the transfer of the assets, and negotiated a secured loan agreement to finance the purchase. 

Acts on a regular basis for Schedule I banks and asset-based lenders with respect to their secured lending facilities.

Regularly acts for various banks and life insurance companies in connection with the financing and structuring of private securitizations of equipment leases, ranging in size from $10 million to $100 million.

Frequently retained by international law firms on cross-border financing deals to give advice and provide opinions with respect to security and other matters of Canadian law.
 
Represents various lenders in connection with the construction financing and term loans provided to long-term care facilities and retirement homes located in Ontario. 

Selected Speaking Engagements

Presented a session titled “Review of Available Credit Facilities,” during the Law Society of Ontario's Understanding Commercial Debt Financing Transactions Webinar, November 23, 2020.

Presented a session titled "Equipment Lease Financing in Today's Loan Transactions" at the Osgoode Professional Development course – October 2014, 2015 and 2016, November 2017, October 2018 and 2019.

Presented a session titled "Drafting Opinions for Commercial Transactions" at the Federated Press' inaugural Loan Documentation: Mastering Critical Issues in Loan Negotiations and Documentation course – January 2015.

Course leader of a seminar as part of the Federated Press Essentials of Commercial Contracts Course – May 2014 and 2015.

Co-chair of a workshop entitled "Managing the Legal Aspects of Construction Financing" as part of the Federated Press 8th Construction Financing Course – January 2012.

Presented a session titled "Equipment Lease Financing in Today's Loan Transactions" as part of the Osgoode Professional Development Intensive Short Course in Secured Lending and Debt Finance (previously Commercial Loan Finance and Security) covering topics such as the preparation of the lease, current PPSA requirements, problems posed by specialized collateral and the implications of amendments to bankruptcy and insolvency law – March 2012 and November 2009.

Presented a session titled "Drafting Opinions for Commercial Transactions" at the inaugural Essentials of Commercial Contracts Course, which examined the opinion drafting process, including best practices, key considerations and challenges – May 2010.

Co-presented a workshop with Andrew Biderman on "Intercreditor Agreements: Structuring, Negotiating and Enforcing," which addressed the purpose of these agreements, the rights of creditors and key issues relating to their structure and negotiation, at the Advanced Asset Based Lending and Other Alternative Debt Financing Conference – May 2010.

Selected Publications

“Teva Canada, Cheque Fraud and Risk Allocation for Collecting Banks,” Aird & Berlis LLP Banking Law Newsletter, Collateral Matters, November 2017.

"Securitizations: Not Subject to Bulk Sales Act," Aird & Berlis LLP Banking Law Newsletter, Collateral Matters, October 2012.

"How to Limit Rights of Set-Off," Aird & Berlis LLP Banking Law Newsletter, Collateral Matters, December 2010.

"Whose Proceeds are They?" Aird & Berlis LLP Banking Law Newsletter, Collateral Matters, December 2010.

"Various Issues Relating to Purchase Money Security Interests," National Creditor Debtor Review, Volume 24, Number 3, September 2009.

"Cross Border Registrations – An Ongoing Dilemma," Aird & Berlis LLP Banking Law Newsletter, Collateral Matters, October 2008; National Creditor Debtor Review, Volume 23, Number 4, December 2008.

"True Lease v. Security Lease – Is the Distinction Still Relevant?" Aird & Berlis LLP Banking Law Newsletter, Collateral Matters, June 2008; National Banking Law Review, Volume 27, Number 5, October 2008.

"Easing the Way for Receivables Financing," Aird & Berlis LLP Banking Law Newsletter, December 2007.

"Lending to Farmers: A Summary of the Farm Debt Mediation Act," Aird & Berlis LLP Banking Law Newsletter, May 2007 (with John Walker).

"The New Securities Transfer Act, 2006," Aird & Berlis LLP Banking Law Newsletter, March 2007.

"Bill 152 Ministry of Government Services Consumer Protection and Service Modernization Act, 2006: Amendments to the PPSA (Ontario)," Aird & Berlis LLP Banking Law Newsletter, March 2007.

"Securitizations," Aird & Berlis LLP Banking Law Alert, Fall 2005.

"Regulation of Foreign Banks Without a Physical Presence: A Comparison of the Law in Canada, the United Kingdom and the European Union," Banking & Finance Law Review, October 2004.

Contributing editor for O'Brien's Encyclopaedia of Forms (Banking and Borrowing) - the only comprehensive Canadian collection of forms and precedents covering a broad range of legal subjects - published by Canada Law Book.

Education

• LLM, Banking and Financial Services, Osgoode Hall Law School, 2003
• LLB, University of Toronto, 1994
• B.Comm., Queen's University, 1991