Stikeman Elliott Podcast

Representation and warranty insurance (“RWI”), a growing presence in Canadian M&A transactions, is the subject of Mario Nigro's conversation with Rishi Dhir of Willis Towers Watson's Transactional Insurance Solutions group. Rishi discusses the increased adoption of RWI in the Canadian midmarket, noting that it is now commonly used in transactions with enterprise values as low as $5 million. He explains that the premiums and deductibles for these policies have decreased, while also highlighting the broad coverage provided in deals of all sizes. Recent developments highlight RWI providers' increased scrutiny of supply-chain flexibility and reliance on international customers in response to the tariff landscape.

Joining Mario Nigro for this episode is Wandrille Lefèvre of EC2, a Québec-based consulting firm that provides specialized M&A and corporate finance advice to midmarket companies. According to Wandrille, the Québec market, like other Canadian markets, is driven by factors like baby boomer retirements and a need for technology investment. The range of buyers in the province includes a similar mix of private equity and strategics as is found elsewhere. Even in the uncertain tariff environment, EC2 is seeing steady interest from potential sellers, with the caveat that those sellers are deliberating more about how to proceed, while buyers are looking more intently at the tariff exposure of potential acquisitions.

In this podcast, David Ritchie shares the story of CFO Hive, which provides businesses with contract CFOs on a fractional, full-time, or project basis, leveraging a network of experienced CFOs to offer expertise that matches client needs. Contract CFOs can add value in four ways: (i) help growing companies professionalize their finance functions, (ii) stabilize distressed businesses, (iii) assist companies during transactions, such as IPOs and M&A, and (iv) address resource gaps. The discussion emphasizes the evolving role of CFOs, particularly in M&A, as drivers of growth, and the growing interest among mid-career and older CFOs in contract assignments.

Michael Wallace of TIMIA Capital joins Mario Nigro for an enlightening discussion of TIMIA's role as a lender to early-stage companies in the technology and software space. For many smaller businesses, firms like TIMIA are valuable sources of non-dilutive capital that can otherwise be difficult to find in the Canadian market. Michael and Mario discuss TIMIA's growth and prospects, with special attention to the things looked for when making lending decisions.

In this episode, Mario Nigro welcomes Tom McCullough, Chairman and CEO of Northwood Family Office, which he co-founded in 2003. Tom discusses the evolution of family offices, emphasizing their vital role as “general contractors” providing integrated management of all aspects of clients' financial affairs, including the important part they play in preparing next generation leaders. He also highlights the growing trend of family offices becoming direct, rather than passive, investors with substantial in-house expertise. The conversation provides valuable insight into the family office space and its future direction in Canada.

In this episode, Mario Nigro interviews Curtis Colbary, President and CEO of Rebel Vac Systems. Curtis discusses his background in accounting and financial due diligence, and how it led him to the search fund space and eventually, through a tip from a friend, to Alberta-based Rebel Vac, a manufacturer of hydro excavation and industrial vacuum trucks. He describes the challenge of successful searching in a sector that was relatively new to the concept, as well as the ongoing value of his excellent rapport with the seller, who has become a key advisor as the business pursues its growth strategy.

In this podcast, Lisa Hooey, CEO of Community Resources and Support Services (CRSS), shares her transition from a career in banking and operations to the very different world of search fund entrepreneurship. The desire to make a meaningful impact led Lisa to establish Freda Capital and eventually acquire CRSS, a company providing residential and support services for people with intellectual disabilities and complex needs. Lisa discusses her search process, which focused on human-centric businesses, and describes how she found CRSS and decided it was right for her.

Sid Nair, senior VP in EY Canada's corporate finance group, joins Mario Nigro to explore the state of midmarket tech sector M&A in Canada. Sid has developed his EY team into one of the country's leading advisors to founder-led tech businesses. He and Mario discuss how M&A in the tech space is rebounding from its post-pandemic lull, as buyers focus on quality assets with mission-critical software, significant intellectual property, and a history of customer retention. Sid notes that sellers in the tech space can be younger than in other areas, reflecting a culture of serial entrepreneurship.

Our guest, Sumit Aneja of Gulmohar Capital Partners, shares his journey from the New York financial industry to his current home of Montréal, where as a searcher, he acquired Voxco, a software and tech-enabled services business. After successfully growing Voxco's business, Sumit negotiated a successful exit and, together with several U.S. and Canada based colleagues, founded Gulmohar Capital Partners. Gulmohar aims to acquire and professionalize lower middle-market tech businesses on both sides of the border. Sumit's view is that, although overall acquisition activity in the tech industry has softened, the lower midmarket continues to offer significant opportunities.

This episode highlights the growing role of competition and foreign investment law in Canadian midmarket transactions. Special guest Michael Kilby, head of the Competition and Foreign Investment Group at Stikeman Elliott, highlights the increasing regulatory scrutiny of small and medium-sized transactions in the wake of recent amendments to the Competition Act. Scenarios that are attracting regulatory attention, include private equity roll-up strategies in sectors such as veterinary services, dentistry, and software (particularly AI). Also discussed are changes to the foreign investment review process in Canada and their impact on transaction timing and risk allocation.

In this episode, Mario Nigro interviews entrepreneur Rob Luck on his transition from engineering to search funds, and particularly Rob's experience acquiring, operating and eventually exiting Hathorn Corp., a builder and supplier of camera equipment for drain and sewer inspections. Rob provides detailed observations on being a first-time business owner tasked with turning a legacy business into a competitive industry leader, and how he achieved his rewarding exit.

This podcast features Tom Stevenson, the former owner of Hub Equipment, a GTA-based heavy equipment rental company. Tom discusses the experience of selling the business, which was founded by his grandfather in 1946. He and host Mario Nigro focus on the importance of finding a strategic partner that shared Hub's values and offered growth opportunities for key employees, while retaining Hub's historic brand. Tom also reflects on the more personal aspects of the process that led to the sale to Cooper Equipment and on the positive experience of staying on with the company post-sale.

Special guests Nick Rotundo and Claudio Martellacci from Grewal Guyatt LLP join Mario for this edition of the podcast. Claudio and Nick discuss the unique aspects of working with mid-market companies, emphasizing their valuation specialization, one aspect of Grewal's comprehensive advisory services in this space. They highlight the differences between low/mid-market deals and big Bay Street deals, noting that the former can often be more challenging because of owner-operators' deep financial and emotional stakes in their businesses. The guests also share insights into current trends, such as a growing pool of ex-tech industry employees with cash to buy existing businesses that are ripe for technological upgrades.

In this episode, Mario Nigro and special guest Tiara Letourneau of Rewrite Capital Advisors discuss employee ownership trusts (EOTs) – both their history in the U.S. and U.K. and the work that Tiara and others have put into a successful push for similar, but even more flexible and innovative, legislation in Canada. The new Canadian EOT model allows employees to become owners without financial contributions, with the trust buying the shares and employees benefiting from the profit and equity, while also affording exiting owners a significant capital gains exemption. While Canada's new EOT structure is a great exit option for a wide range of owners, Tiara is especially enthusiastic about its potential positive impact on small communities.

Mario Nigro interviews Peter Stefanovich, president of Left Lane Associates, which assists transportation, logistics, and supply chain companies with exit and acquisition strategies. Left Lane's rapid growth shows that, with exceptional industry expertise, a sector-specific Canadian M&A shop can achieve major success. Peter and Mario discuss the volatility of the market through the pandemic period and what Peter sees as the likelihood of a strong bounce-back in M&A activity, thanks to lower interest rates and increasing AI exploitation in 2025 and beyond.

Mario's guest, Jim Friesen of Portage M&A Advisory, discusses his experiences as a sell-side advisor to Canadian owner-operators. Portage focuses on setting realistic seller expectations, preparing the businesses for sale and finding the right buyers in a pool that's deeper than ever (with private equity, family offices, searchers and high-net-worth individuals in the mix, in addition to strategics). While some exiting lower midmarket owners continue to attempt to sell on their own, the growing complexity of sales processes and tax issues makes it highly advantageous to work with experienced professional advisors in the great majority of cases.

In this podcast, Mario Nigro speaks with Don Hilton, founder of Distinct Capital Partners, an M&A advisory firm catering to owner-operated lower midmarket businesses. With 40 years of experience at every level of corporate finance and M&A, Don has seen the sell-side market shift toward baby boomers looking to sell their businesses outside the family. As he and Mario discuss, the key to Distinct Capital's success is its ability to provide business owners with a complete range of expert transactional services, paving the way for a smooth and successful exit.

In this podcast, Mario speaks with Liz MacRae about the unique Village Wellth platform, which provides entrepreneurial acquirors – often in the market for the first time – with the preparation, resources, advisory services and contacts they need to find, evaluate and finance business acquisitions. The other side of the Village Wellth coin is the opportunity it gives to sellers to increase their visibility and discover potential buyers. Liz and Mario also discuss recent trends in the Canadian acquisition market, including the expanding awareness of Entrepreneurship Through Acquisition (ETA) and the emergence of more family and female buyers.

In this episode, David Planques of Revival Capital Partners discusses the fascinating and important role of chief restructuring officer. Distressed businesses hire CROs to solve the problems that must be overcome before a successful restructuring can proceed. Seasoned CROs like David have the skills and experience to keep stakeholders, employees and suppliers on board as the process unfolds. David concludes the discussion by sharing some of the lessons of his extensive involvement in these high-pressure situations with podcast host Mario Nigro.

Mario Nigro's guest for this podcast is Karl Sigerist, a business advisor focusing on the lower midmarket. Many of Karl's clients are owner-operators who are thinking about exits. He and Mario discuss the value of engaging an outside advisor and, in particular, the impact that the pandemic has had on the succession strategies of many long-time operators who recognize that new energy may be needed, sooner rather than later, to drive their businesses forward in a changing world.

Mario's guest for this podcast is Jas Dhaliwal, Managing Director at Vancouver-based Lark Street Capital. Jas and Mario discuss current trends in the market, with a focus on Lark Street's midmarket M&A advisory work. Jas is seeing an uptick in private equity interest, likely in anticipation of rate cuts later in 2024. Baby boomer retirements remain a driving force, as many owners of quality businesses begin their succession planning in earnest. Sectors such as professional services and healthcare are among those in which Jas is seeing, or expecting to see, increased activity going forward.

In this episode, Mario is joined by Scott Stirrett of Venture for Canada, a registered charitable organization that provides training to budding entrepreneurs. Scott and Mario discuss the growing demand for entrepreneurship through acquisition (ETA) training in Canada and the challenges that young entrepreneurs face, notably in accessing debt financing. While Scott is optimistic about the future of ETA in Canada, he believes that policy changes to increase access to debt financing are crucial for its growth, including adapting the Canada Small Business Financing Program to include key elements of the U.S. Small Business Administration 7(a) loan program.

In this edition of the podcast, Mario Nigro interviews Richter LLP's Michael Black and Brett Miller about value creation services that can help midmarket businesses achieve their growth and transaction objectives. As Brett and Michael discuss, value creation can involve enhancing board design, optimizing processes, systems and technology and focusing the customer and product mix. Whether implemented internally or through an advisory firm like Richter, a value creation process involves long-term planning that prepares the business for expansion or sale, creating the information base to support target identification, due diligence, transaction execution, post-sale integration and succession planning.

Our guest on this podcast episode is Paul Langley of Capital West Partners, a Vancouver-based midmarket M&A advisory firm. As Paul relates, British Columbia's diverse economy is dominated by midmarket businesses, accounting for 25% of all midmarket transactions in Canada. While it was somewhat isolated in the past, B.C. is now squarely on the radar of U.S. and eastern Canadian buyers – one reason Paul considers the outlook for 2024 and beyond to be very positive.

Mario's guest for this podcast is Jill Chua, Managing Director at Raymond James Canada. Jill and Mario discuss midmarket M&A, with a focus on growth equity, one of Jill's specialties. Growth equity is a niche area of investment that targets companies that have outgrown the venture capital stage but are not ready for traditional private equity. Growth equity firms provide capital and partnership to help these companies scale faster and achieve higher valuations. One key benefit for the founders is that they can often take some secondary proceeds from the cash infusion, while also retaining some ownership, freeing them to be less risk-averse than when a larger proportion of their wealth was tied up in the business.

Mario is joined by Brent Timmerman and Jody Law, Co-CEOs of Pacific West Mechanical Limited, and Mike McIsaac, CEO and Managing Director at Baker Tilly Corporate Finance in Vancouver. They discuss how Brent and Jody, as search fund operators, found and acquired Pacific West, a plumbing and HVAC service and maintenance company in Vancouver, with the help of Mike and his team, who acted as the sell-side advisors for the previous owners. The guests share their insights and experiences on various aspects of the deal, particularly on the process by which each side determined that this transaction was the right fit for them. Both sides agree that relationship building, based on candid discussions of issues and concerns, is one of the keys to closing a deal.

Our guest on this episode is Robert Bezede of Norton McMullen Corporate Finance, specialists in selling Ontario-based private businesses. Robert notes that activity in the lower midmarket is insulated from the current market headwinds because aging owners are highly motivated to sell. In addition, the pool of prospective buyers has grown, with more financial groups, high net worth individuals, search funders, and family businesses involved than previously, along with increasing involvement from the major banks. Robert also discusses his very successful YouTube channel, “FinanceKid”, which has over 30,000 subscribers.

Mike Karran of the Mintz Group speaks with Mario Nigro about Mintz' global due diligence and investigations practice, particularly as it relates to vetting investment targets and their executives. Mike describes what Mintz' investigations look for and gives examples of how the results can change the risk dynamics of a proposed transaction. As investors become more discerning and data-driven, investigative due diligence is increasingly seen as a standard practice in midmarket deals.

Today's guests are founders of Toronto-based Alpha40 Capital, a self-funded search fund that is emerging as a significant force in the lower midmarket. Mohsen Manzari and Ash Buckle discuss how they became interested in entrepreneurship, honed their skills in business school, and developed a successful search fund during and after the pandemic. Anyone interested in the search fund model will be interested in their “lessons learned” and thoughts about the future.

Our guest on today's podcast is Vimal Kotecha, a senior transactional advisor at Richter LLP with special expertise in business valuations and disputes. In the wake of the deal euphoria of 2021-22, many acquired businesses are not tracking projections, leading to a rising tide of post-purchase price disputes. Join Vimal and Mario for a wide-ranging discussion of what's triggering these disputes, what the solutions are, and how dispute risk can be minimized in future transactions.

In this episode, Mario Nigro speaks with Andy Love of Dallas-based Aspect Investors. Andy has been involved in the search space for about 25 years. Aspect, which he founded in 2012, has made over 200 investments, including more than 20 here in Canada. He and Mario discuss trends in the industry – both long-term and recent – and look ahead to what Andy sees as a period of continued growth over the next few years.

Mario's guest for this podcast is Greg Duggan of Alcorn Partners. Alcorn's investment strategy is aimed at profitable lower midmarket businesses – often family-owned enterprises – that are ready to take the next step toward professionalized management. Investments are long-term in the truest sense – up to 20 years or more – and portfolio companies can be in any industry in Canada or the U.S. As Greg notes, Alcorn's long-term commitment is attractive to exiting founder-owners and avoids the common private equity mistake of selling too early, as well as being advantageous from a tax perspective.

In this episode, Mario speaks with Lars Hamkens and Jamie Pridham of Toronto-based Quadrivium Capital Partners. Quadrivium, an investment firm that works with executives and serial entrepreneurs in lower midmarket acquisitions, currently has a portfolio of 11 successful companies funded by groups of individual investors and generally held for the long term. The typical Quadrivium deal begins with an introduction to an entrepreneurial business operator for whom an appropriate opportunity is identified, often a situation with an exiting owner-operator. Looking ahead, Jamie and Lars are of the view that the lower midmarket is significantly insulated from macroeconomic forces and should continue to reward those who are willing to take the risks of entrepreneurship.

In this podcast, Bakari Akil of Graves Hall Capital shares his experiences in Entrepreneurship Through Acquisition (“ETA”), a type of entrepreneurship that begins with the acquisition of an existing business using primarily third-party capital. While it is beginning to make its mark in Canada, ETA is mainly a U.S. phenomenon, thanks to the extraordinary availability of capital south of the border. In Bakari's view, ETA is democratizing the deal space by providing a path to business ownership that almost anyone can follow.

In this edition, Mario Nigro speaks with Josh Axler of Flow Capital, a publicly-traded alternative finance firm that works with high-growth businesses in Canada, the U.S. and the U.K. Josh discusses Flow's investment criteria, which include 25% year-over-year growth and $2.5 million recurring revenue (or $4 million non-recurring) and how it structures its involvement to be minimally dilutive and non-controlling. In the current environment, with some pullback from banks and VC firms, more high-growth lower midmarket companies are looking seriously at what Flow has to offer.

In this episode, Patricia Riopel and Enrico Magnani of Montréal-based Magnum Capital Partners share their unique journey through the search fund model, from the challenges of finding a business to acquire to their successful exit from Scribendi, an Ontario company that develops text-editing software. They also discuss their experiences as a married couple navigating this path, Patricia's perspective as the first woman to achieve a search fund exit in Canada, and their future plans to support the search community as investors.

Today's podcast takes us to British Columbia, where Erica McGuinness has built a sell-side advisory practice with one of Western Canada's leading firms, Sequeira Partners. Mario and Erica discuss Alberta and B.C.'s strong deal market, with emphasis on insurance M&A, where valuations are increasing as PE firms seek out brokerage consolidation possibilities. Other sectors with strong deal flow include engineering, environmental consulting and industrials.

Today's guests, Dan Chetrit and Liroy Haddad, are co-founders of Snowdon Partners. Snowdon invests in lower midmarket businesses, both directly and as a search funder. Liroy and Dan are flexible about the level of ownership Snowdon assumes, but their philosophy is to be active, long-term partners to their portfolio companies. While its investments span Canada and the U.S., Montréal-based Snowdon is particularly noted for its experience and connections in Québec's lower midmarket.

Mario's guest is Kalle Kilpi, Founder and CEO of DealMap.Ai, a Boston-based business that tailors large language model (LLM) M&A solutions for active acquirors. LLMs like Chat GPT have potential applications to nearly every aspect of a transaction, from drafting, due diligence and routine correspondence to target discovery and strategic analysis. Please join Mario and Kalle for a fascinating and informative look at what could be the M&A world of tomorrow.

Mario's guest, Ed Bryant, is the driving force behind Sampford Advisors Inc., a tech-sector sell-side advisor. He and Mario discuss the post-pandemic market, noting that buyers will still pay a good price for quality businesses but are less interested in those that are cash-flow negative. In contrast with 2020-21, growth is no longer enough: the “Rule of 40” is being more strictly applied. Among the other topics of discussion is AI, which in Ed's view is not yet a major M&A driver but may become so within a few years.

Today's guest is Sebastien Koechli of Helia Capital, a family office that provides “patient capital” to businesses transitioning out of their entrepreneurial phase. As a purpose-driven investor, Helia looks beyond short-term profit, making minority or majority investments (as appropriate) in businesses with long-term potential and aligned social values. While current market conditions are challenging, Sebastien reports that internally-funded Helia is continuing to find good investment opportunities.

In this podcast, Mario speaks with Matthew Hooper, CEO of Hometurf Lawn Care, about his journey from searcher to owner to seller and now CEO of a mid-sized regional home services business. Matthew talks about the search process, about entering a sector that was new to him (in which a strong relationship with the seller was critical) and about his subsequent decision to sell the business and continue as CEO as it becomes part of a larger home services group.

Mario's guest today is Grant Wallace of Vancouver-based Relay Transition Partners, an advisory firm serving midmarket businesses in western Canada. Grant shares his insights into the British Columbia and Alberta markets, in which deals tend on average to be slightly smaller than is typical in Ontario and Quebec. Investors that are comfortable in the $5-30 million market niche will find many outstanding prospects in tech, energy, manufacturing and distribution, among other sectors. PE funds tend to focus on the upper end of this range, while the lower end is attracting intense interest from search funds. Deal flow has slowed slightly but remains healthy heading into Q3 of 2023.

Mario's guests, Brent Timmerman and Jody Law, are co-CEOs of Pacific West Mechanical, a British Columbia company that provides HVAC and plumbing maintenance services to high-rise buildings, including condominium towers. Through their investment business, Gazelle Capital, Jody and Brent acquired Pacific West after a year-long partnered search and are now in their second year of operating the business. They discuss the attractive features of this sector – which include significant recession resistance – and their thoughts about generating further consolidation via M&A. In their view, the recent surge in interest in HVAC and plumbing businesses is affecting seller expectations but, at the same time, is not showing any signs of slowing down.

Joining Mario today is Brian Davey, CEO of NADF (Nishnawbe Aski Development Fund), a lender to Indigenous entrepreneurs across Northern Ontario. With over $50 million successfully disbursed to date, NADF is planning to take the next step: creating an investment fund that will leverage its deep understanding of Indigenous communities and their needs. In Brian's view, infrastructure – particularly roads, transmission lines and housing – is where many of the region's best opportunities lie.

Mario's guest on this edition of the podcast, Brandon Lalonde of FrontWell Capital Partners, discusses FrontWell's emergence as a key facilitator of private debt. Equally able to participate alone or in a syndicate, FrontWell lends against assets or cash flow in transition situations where a fundamentally strong business is in a capital-intensive growth phase or re-positioning after an adverse event. Current economic uncertainty is bringing this form of lending, which has been uncommon in Canada, to the fore, as interest rate pressure causes Canada's bank lenders to tighten their lending criteria.

Today's podcast guest is Jordan Fish of Blair Franklin, an M&A advisory practice with 20 years of Canadian midmarket experience. He and Mario discuss the state of the market at the midway mark of 2023, as buyers focus on higher quality assets and take a more cautious approach that is leading to extended due diligence processes. Sectors discussed include financial services, which continues to see significant deal flow, and technology, where disciplined companies with good cash flow are attracting the most attention.

Mario Nigro speaks with Matthew Burpee of Kepler Capital, a Canadian firm focused on the lower end of the North American midmarket(typically under $3 million EBITDA/cash flow). Often overlooked by investors, these businesses offer many opportunities, and Matthew shares Kepler's strategy of long-term collaboration and investment in outstanding enterprises that are “small” only because their market niche or geographic region is small.

Mario's guest on this podcast, Stikeman Elliott M&A partner Michael Decicco, has been closely tracking the development of the Employee Ownership Trust concept in Canada, which is being accelerated by changes to certain federal laws. Under the current proposal, business owners who sell to EOTs would enjoy some modest capital gains tax advantages. However, as Mike and Mario discuss, it is an open question whether these will be sufficient to make EOTs a popular exit alternative.

Today's podcast guests are Colin Walker and Stephen Ng of Crosbie & Co., a midmarket M&A leader since the 1980s. While current market conditions can be challenging, Stephen and Colin continue to see significant deal flow driven by baby-boomer retirements and opportunistic acquisition strategies focused on high-quality businesses. As the “new normal” of higher interest rates, tighter diligence and lender caution sinks in, they are optimistic that the market will strengthen in the second half of 2023.

Mario's guest today is Stikeman Elliott's Khalfan Khalfan, an expert in employment-related transactional issues. Topics discussed include, among others, new statutory curbs on the enforceability of employment non-competes, Canadian approaches to post-closing retention of vendor management, independent contractor mischaracterization issues and Competition Act prohibitions on no-poach agreements and wage-fixing between unrelated entities.