6 LEXPERT MAGAZINE
|
MARCH 2019
Energy & Power Pipelines
Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
ESSAR STEEL ALGOMA INC.
CONCLUDES RESTRUCTURING
UNDER THE CCAA AND SALE
OF SUBSTANTIALLY ALL OF ITS
ASSETS TO ALGOMA STEEL INC.
TRANSACTION VITALS
Announced: 11/9/2015
Closed: 11/30/2018
Transaction Type: Restructuring under the CCAA
Technique: Asset Purchase Agreement
DERRICK TAY
GOWLING WLG (CANADA) LLP
(FOR THE MONITOR
OF ESAI AND AFFILIATES)
ASHLEY TAYLOR
STIKEMAN ELLIOTT LLP
(FOR ESSAR STEEL ALGOMA
INC. IN CANADA)
ROBERT CHADWICK
GOODMANS LLP
(FOR THE AD HOC COMMITTEE
OF 9.5% SENIOR SECURED
NOTEHOLDERS IN CANADA)
MARC WASSERMAN
OSLER, HOSKIN &
HARCOURT LLP
(FOR ALGOMA STEEL INC.
AND CERTAIN SECURED
LENDERS IN CANADA)
MICHAEL HARQUAIL
BLAKE, CASSELS & GRAYDON LLP
(FOR GIP PRIMUS AND
BRIGHTWOOD LOAN SERVICES)
PETER GRIFFIN
LENCZNER SLAGHT ROYCE
SMITH GRIFFIN LLP
(FOR GIP PRIMUS AND
BRIGHTWOOD LOAN
SERVICES)
On November 30, 2018, Essar Steel Al-
goma Inc. ("ESAI") concluded its com-
prehensive restructuring under the Com-
panies' Creditors Arrangement Act by way
of the sale of substantially all of its assets
to Algoma Steel Inc. ("ASI"), a company
sponsored by ESAI's existing senior se-
cured term lenders and 9.5% senior secured
noteholders (the Secured Lenders) pursu-
ant to a restructuring support agreement.
In connection with the sale, the Secured
Lenders exchanged their existing secured
claims for equity in ASI and certain Se-
cured Lenders backstopped and funded a
US$285-million exit term loan facility. ASI
also obtained a US$250-million revolving
ABL facility from a syndicate of third-party
lenders led by Wells Fargo Capital Financ-
ing Corporation Canada. In addition to
ESAI's assets, ASI also purchased the port
assets used at the company's port facility
in Sault Ste. Marie to effectively unwind a
2014 transfer of the port assets, which the
CCAA court found to be oppressive earlier
in the proceedings. rough the restructur-
ing ASI also implemented revised collective
bargaining agreements with the hourly and
salaried local unions and obtained certain
pension relief through legislation and regu-
lations enacted by the Province of Ontario.
Stikeman Elliott LLP represented ESAI
in Canada with a team of Ashley Taylor, Ma-
ria Konyukhova, Lee Nicholson, Sanja Sopic
(Restructuring/Insolvency), John Ciardullo,
Billy Rosemberg (Corporate), Peter Hamil-
ton, Meaghan Obee Tower (Banking), An-
drea Boctor (Pensions), Larry Cobb, Patrick
Duffy (Environmental), John Lorito, Mar-
garet Nixon, Eryn Fanjoy (Tax), Michael
Kilby (Competition), Eliot Kolers, Daniel
Murdoch, Patrick Corney (Litigation), An-
drew Elliott, Neil Shapiro (Real Estate), Lor-
na Cuthbert, Nancy Ramalho (Labour and
Employment) and Justine Whitehead (Intel-
lectual Property). Weil, Gotshal & Manges
LLP represented ESAI in the United States
with a team of Ray Schrock, Kelly DiBlasi,
David Cohen (Restructuring/Insolvency),
and Sasha Shulzhenko (Banking). FTI Con-
sulting Inc. acted as Chief Restructuring
Advisor to ESAI with a team of John Strek
and Robert Del Genio and Evercore Group
L.L.C. acted as financial advisor to ESAI
with a team of Daniel Aronson, Bo Yi and
Akshay Natarajan.
Ernst & Young Inc. acted as Monitor of
ESAI and other affiliates with a team of
Brian Denega, Sharon Hamilton, Allen
Yao, Matt Kaplan, Fiona Han, Matt Budd
(Restructuring ), Jay Patel, Moshe Deutsch,
Robert Stall, Terrance Yeung (Valuations),
Brendan Gallagher (Capital Equipment
Valuation), Uros Karadzic, Faisal Siddiqi
(Pensions), Craig Roskos, Charanjit Girn
(Transaction Tax), Sean Kruger (Transfer
Pricing ), Jan Pedder, Lynne Sangster (In-
direct Tax) and Garth Marshall (Geology).
Gowling WLG represented the Monitor
with a team of Derrick Tay, Clion Proph-
et, Nicholas Kluge, Dom Glavota (Restruc-
turing/Insolvency), Kathleen Ritchie (Cor-
porate), Ash Gupta (Tax), and Chris Alam,
Kelby Carter (Banking ).
Osler, Hoskin & Harcourt LLP repre-
sented ASI and certain senior secured term
lenders in Canada with a team of Marc
Wasserman, Michael De Lellis, Andrea
Lockhart, Martino Calvaruso and Sean
Stidwill (Restructuring/Insolvency), John
MacDonald (Litigation), John Groenewe-
gen, Charlie Zilvytis (Corporate), Kevin
Morley, Laurie Barrett, Jason Pearlstein,
Jeremy Burgess (Banking ), Paul Litner,
Jon Marin (Pensions), Sven Poysa (Labour
and Employment), Jennifer Fairfax, Pat-
rick Welsh (Environmental), Firoz Ahmed,
Greg Wylie, Alex Klyguine (Tax), Shuli
Rodal, Kaeleigh Kuzma (Competition)
and Ryan Nielsen (Real Estate). Davis
Polk & Wardwell LLP represented ASI
and certain senior secured term lenders in
the United States with a team composed
of Damian Schaible, Christopher Robert-
son (Restructuring/Insolvency), Stephen
Salmon, Bryan Quinn, Donald Lang (Cor-
BIG DEALS CORPORATE TRANSACTIONS OF IMPORTANCE
DEALS
SNAPSHOT
Corporate Finance
21
Mergers and Acquisitions
21
Cross-border Transactions
21
14
Total Deals Published
