Date Closed

June 29, 2012

Lead Office

Toronto

Value

146.70 Million CAD

On July 3, 2012 Element Financial Corporationon announced that it had completed the previously announced acquisition of 100% of TLSI Holdings Inc. from Scotiabank and the company's other shareholders for aggregate consideration of C$146.7 million plus debt. The Acquisition provides Element with more than C$460 million of lease assets and brings its total assets to approximately C$1 billion.

The approximately C$522 million funding required to complete the Acquisition was satisfied through a combination of C$122 million in cash and approximately C$400 million advanced under a new securitization arrangement for the Transportaction vehicles and lease assets. As part of the closing of the Acquisition, Element and TLS entered into arrangements with an affiliate of a Canadian Schedule I bank providing for the securitization of substantially all of TLS' vehicles and related lease assets (the "Securitization Arrangements"). Pursuant to the Securitization Arrangements, Element has sold to a newly formed limited partnership (the "Partnership") the eligible vehicles and lease assets owned by TLS, and the Partnership issued notes to the bank's securitization conduit to finance the purchase. The Partnership and related Securitization Arrangements have been established as a permanent funding structure to finance the securitization of future Element and TLS lease assets.

In conjunction with the Acquisition, Element increased its warehouse funding facilities to C$75 million. As a result, together with the new Securitization Arrangements, Element has increased its available third party funding capacity from C$355 million to C$805 million.

Element Financial Corporation, headquartered in Toronto, Ontario, is an independent finance company that originates, manages and funds equipment leases.

TLSI Holdings, the holding company of TLS Fleet Management, provides vehicle fleet leasing and management solutions and related service programs to Canadian companies, including service cards, remarketing, maintenance management and accident services.

McCarthy Tétrault LLP represented The Bank of Nova Scotia (Scotiabank), as seller, with a team led by Robert Hansen, and including Oliver Borgers, Waleed Elgohary, Leila Rafi, and Gabrielle Richards.