The volume of securities purchased by foreign investors in Canada has been steadily increasing in recent years. While equity securities account for the majority of the increase, debt securities still comprise most of the foreign investment in Canada. Of these debt securities, corporate bonds attracted the largest increase in investment in 2016 compared to 2015. The continued significance for Canadian issuers (Issuers) of foreign markets for raising capital emphasizes the importance of understanding the nature of cross-border debt securities offerings (Offerings) and, in particular, uncertainties in their technicalities which, if not properly traversed, can lead to increased costs for Issuers.
Overview of Offerings
Bonds can be offered by Issuers pursuant to a public offering under a prospectus or can be placed privately by way of a private placement, in which case Issuers may choose to prepare and distribute an offering memorandum to potential investors. The method employed will vary depending on the Issuer’s target market and the extent to which the Issuer is known to participants in the capital markets. Bonds, regardless of the type of Offering, are typically issued under the terms and conditions of a trust indenture which is entered into between the Issuer and an indenture trustee (Trustee). The Trustee protects the interests of the Bondholders by enforcing the terms and conditions provided in the trust indenture.Continue Reading Cross-Border Bond Offerings – Implications of a “distribution to the public” under the Canada Business Corporations Act