Element Financial Acquires CoActiv and Nexcap

Element Financial Corporation, Steve Hudson's independent financial services company, completed the acquisitions of CoActiv Capital Partners, Inc. in November 2012, and Nexcap Finance Corporation in January 2013. Following completion of the CoActiv and Nexcap acquisitions, Element has increased its finance assets to approximately $1.5 billion.

Element acquired CoActiv for $300 million (inclusive of debt) from Marubeni Corporation. CoActiv, based in Hor-sham, Pennsylvania, provides manufacturer-supported equipment financing programs through a diversified client base of more than 11,000 customer accounts in the US and Canada. The CoActiv acquisition was partially funded by the concur-rent securitization of substantially all of CoActiv's finance assets through a securitization conduit administered by an affiliate of a Canadian bank. Blake, Cassels & Graydon LLP represented Element on the acquisition and the related financing with a team comprising David Toswell, Shlomi Feiner, Paul Singh, Alex MacMillan and Rory ffrench (M&A) and Steve Ashbourne, Peter MacGowan, Marc Flynn and Adam Jackson (debt financing). Marubeni was represented by Sidley Austin.

Element completed the acquisition of Nexcap Finance Corporation from an affiliate of Teachers' Pension Plan and Nexcap's other shareholders. Burlington-based Nexcap has various vendor finance relationships with leading technology and transportation equipment manufacturers in Canada. The approximately $20 million purchase price also included the assumption of Nexcap's existing net debt. Blake, Cassels & Graydon LLP represented Element with a team comprising David Toswell, Paul Singh, Shlomi Feiner, Doug Robertson and Rory ffrench (M&A); Steve Ashbourne, Peter MacGo-wan and Chris Barker (debt financing) and Debbie Salzberger and Jennifer Ju (competition). The Nexcap shareholders were represented by Fraser Milner Casgrain LLP (now Dentons Canada LLP) with a team comprising Laurence Gerin-ger and Emma Williamson (M&A); Russ Kowalyk (securitization); Jesse Brodlieb (tax) and Susan Paul (competition).

Element also completed a $110 million Special Warrant offering in November 2012, which proceeds were used in part to finance the CoActiv acquisition. Element issued 19.5 million special warrants at a price of $5.65 per warrant, which warrants were exchanged for Element common shares pursuant to a short form prospectus dated February 5, 2013.

Element was represented on the Special Warrant financing by team from Blake, Cassels & Graydon LLP comprising David Toswell, Shlomi Feiner, Mike Hickey, Jacob Gofman and David Colman. The underwriting syndicate was advised by Wildeboer Dellelce LLP with a team comprising Perry Dellelce, Rob Wortzman, Jeff Hergott and Mack Hosseinian.


Jeff Hergott Laurence M. Geringer Michael Hickey Marc Flynn Shlomi Feiner Douglas Robertson Paul Singh Emma Williamson Susan A. Paul Stephen R. Ashbourne Russel Z. Kowalyk Deborah Salzberger Perry N. Dellelce David J. Toswell Alex MacMillan Peter MacGowan Robert D. Wortzman