Lexpert Magazine

April 2019

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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Mercedes-Benz Financial Services Canada Corporation ("MBFSC"), completed an offering of $522,930,000 of asset-backed notes collateralized by a pool of over 14,000 Canadian retail auto lease contracts and the related new and used vehicles. MBFSC, the Canadian financial services provider for the Daimler group, will service the 2019-A portfolio. MBARC financed the securitization transaction by completing a private place- ment in Canada, together with a concur- rent Rule 144A offering in the United States, of three classes of Series 2019-A Asset-Backed Notes. CIBC World Mar- kets Inc, RBC Dominion Securities Inc., Scotia Capital Inc., and TD Securities Inc. and their respective US registered broker dealer affiliates acted as agents in respect of the private placements of the Notes. All three classes of Notes received AAA(sf ) and AAA(sf ) ratings from DBRS and Fitch, respectively. MBARC and MBFSC were represent- ed by Blake, Cassels & Graydon LLP with a team that included Michael Burke, Adam Jackson, Danielle Butler, and Sta- cey Conway (Structured Finance), Markus Viirland, Alex MacMillan, and Jonathan York (Securities), and Sabrina Wong (Tax). Sidley Austin LLP was US counsel to MBARC and MBFSC with a team that included Dale Lum and Siegfried Knopf (Structured Finance). MBFSC was repre- sented in-house by Hina Latif, Vice Presi- dent, General Counsel and Secretary. e agents were represented in Canada by Stikeman Elliott LLP with a team that included Mark McElheran and Ag- grey Semi (Structured Finance) and in the United States by Mayer Brown LLP with a team that included Julie Gillespie and Jes- sie Dougher (Banking and Finance). BAUSCH HEALTH COMPANIES INC. AND BAUSCH HEALTH AMERICAS, INC. COMPLETE US$1.5B SENIOR NOTES FINANCINGS CLOSING DATE: MARCH 8, 2019 On March 8, 2019, Bausch Health Com- panies Inc. (NYSE/TSX: BHC) (the "Company") completed its issuance and sale of US$500-million aggregate prin- ciple amount of its new 5.750% Senior Secured Notes due 2027 (the "Secured Notes") and Bausch Health Americas, Inc. (BHA), the Company's wholly-owned in- direct subsidiary, completed its issuance and sale of US$1.0 billion aggregate prin- cipal amount of its add-on 8.500% Senior Unsecured Notes due 2027 (the "Unse- cured Notes," and together with the Se- cured Notes, the "Notes") (such offerings, the "Notes Offerings"). e Unsecured Notes are additional notes and form part of the same series as BHA's existing 8.500% senior notes due 2027. e proceeds of the Notes Offer- ings, along with cash on hand, were used to repurchase $1,500 million aggregate pur- chase price of outstanding notes pursuant to the Company's contemporaneous debt tender offers (including the Company's outstanding 5.625% Senior Notes due 2021, 5.50% Senior Notes due 2023 and 5.875% Senior Notes due 2023), and to pay related fees and expenses. e initial purchasers' syndicate for the Notes Offerings was led by J.P. Morgan (lead le), Barclays, Goldman Sachs & Co. LLC, Citigroup, Deutsche Bank Se- curities, DNB Markets, Morgan Stanley and RBC Capital Markets, as joint book- running managers. J.P. Morgan Securi- ties LLC served as dealer manager for the tender offer. Bausch Health's internal legal team was led by Judah Bareli, Senior Direc- tor, Legal Affairs (New Jersey), and Daniel Yelin, Senior Director, Business & Legal Affairs (Montréal). Norton Rose Fulbright Canada LLP acted as counsel to Bausch Health Com- panies Inc. and Bausch Health Americas, Inc. through its office in Montréal. Norton Rose Fulbright's team was led by Pete Wi- azowski and included Lady Africa Shep- pard, omas Nichols, Julia Godolphin and Dan Ton-at. Derek Chiasson ad- vised regarding Canadian tax matters. Blake, Cassels & Graydon LLP was counsel to the initial purchasers, with a team led by Ralph Lindzon and that in- cluded Gordon McKenna. Casey Rich- ardson-Scott advised regarding Canadian tax matters. In the United States, Bausch Health was represented by Davis Polk & Wardwell LLP, with a team led by Mi- chael Kaplan. e initial purchasers were represented in the United States by Cahill Gordon & Reindel LLP, with a team led by Josiah Slotnik. INDUSTRIAL GROWTH PARTNERS COMPLETES RECAPITALIZATION OF THE REDCO GROUP IN PART- NERSHIP WITH MANAGEMENT CLOSING DATE: DECEMBER 17, 2018 On December 17, 2018, Industrial Growth Partners ("IGP"), completed the recapital- ization of the Redco Group of companies ("Redco") in partnership with Redco's management. e financial terms of the transaction were undisclosed. Headquartered in Edmonton, Redco is the leading independent player within the Canadian pressure control equipment market. e company provides a full suite of wellhead, frac completion products, and related services. Redco designs its products internally and maintains world-class man- ufacturing capabilities. Industrial Growth Partners, founded in 1997, is a San Francisco-based specialist private investment partnership with $2.2 billion of equity capital raised since incep- tion. e firm invests exclusively in middle- market companies in the industrial sector in partnership with management teams. IGP was represented by Stikeman El- liott LLP with a team that included John Leopold, Kim Le, Marc William Carroth- ers, Luke Sinclair and Chelsea Pellegrino (Corporate), Frank Mathieu and Adam Drori (Tax), Howard Rosenoff and Léa Bénitah-Bouchard (Banking), Michael Laskey (Investment Canada Act & Com- petition), Catherine Grygar and Meaghan Simister (Real Estate), Kris Noonan and Alain Saint-Onge (Employment), Allyson Marta (Pensions & Benefits), Larry Cobb (Environment) and Jonathan Auerbach (Intellectual Property). Redco was represented by Duncan Craig LLP, with a team that included Percy Ody- nak, QC (Banking), Ross Swanson, Jeff Fix- sen and Mark Baergen (Corporate). LEXPERT MAGAZINE | APRIL 2019 11

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