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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14 LEXPERT MAGAZINE | Q3 2019 BIG DEALS CORPORATE TRANSACTIONS OF IMPORTANCE team that included David Frost, Bosa Kosoric, Erin O'Callaghan and Christopher Falk. Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples VISTRA ENERGY ACQUIRES CRIUS ENERGY CLOSING DATE: JULY 15, 2019 On July 15, 2019, Vistra Energy ("Vistra"), a NYSE-listed integrat- ed power company based in Irving, Texas completed the acquisi- tion of the business of Crius Energy Trust ("Crius"). Crius provides competitive electricity and natural gas products to residential and commercial customers in 19 states and the District of Columbia in the United States. e acquisition was completed for cash, on the basis of C$8.80 per trust unit of Crius, for total consideration of approximately C$498 million, plus the assumption of net debt of approximately C$108 million. Following completion of the acquisition, Crius re- deemed all its outstanding trust units for C$8.80 per unit and was wound up. Vistra's in-house team on the transaction included Stephanie Zapata Moore (Executive Vice President and General Counsel), Greg Santos (Managing Counsel) and Seth Rasmussen (Corporate Counsel). Vistra was represented in the United States by Latham & Watkins LLP with a team that included David Kurzweil, Eyal Orgad, Alyssa Manlowe and Wayne Yu (Corporate/M&A), Joc- elyn Noll and Lea Li (Tax), and Natasha Gianvecchio (Regulatory), and in Canada by Blake Cassels & Graydon LLP with a team that included Jamie Koumanakos, Daniel McLeod, Chelsea Hunt- er, Michael Barrett, Taylor Dickinson, Robert Sevalrud and Evan Straight (Corporate/M&A), Paul Stepak, Ian Caines and Evan Schmid (Tax), Navin Joneja and David Dueck (Competition and Foreign Investment), Elizabeth Boyd (Pensions and Incentives), and Holly Reid (Employment). Crius's in-house team on the transaction included Barbara Clay as Chief Legal Officer and Martine Trinka as Senior Coun- sel. Bennett Jones LLP represented Crius in Canada with a team that included Christian Gauthier, Andrew Disipio and Michael Rosenbloom (Corporate/M&A), and omas Bauer and Philip Ward (Tax). Baker Botts LLP advised Crius on US regulatory matters. ORGANIGRAM CLOSES $140-MILLION CREDIT FACILITY WITH BANK OF MONTREAL CLOSING DATE: MAY 31, 2019 On May 31, Organigram Holdings Inc. (NASDAQ: OGI) (TSXV: OGI), the parent company of Organigram Inc. (collective- ly, the "Company" or "Organigram"), a leading licensed producer of cannabis, closed a $140-million credit agreement with Bank of Montreal ("BMO") as lead arranger and agent, as well as a syndicate including three other lenders (the "Credit Agreement"). e Credit Agreement consists of a $115-million term loan and a $25-million revolving credit facility (together, the "Facilities"), both of which mature in May 2022. e Credit Agreement included an uncommitted option to in- crease the Facilities by an incremental $35 million to a total of $175 million, subject to agreement by BMO and satisfaction of certain legal and business conditions. e Facilities are secured by assets of Organigram and its material subsidiaries, which consists primarily of the Moncton campus production facility that is projected to be able to produce dried flower or equivalent cannabis of approximately 113,000 kilograms per year by the end of calendar year 2019 and will also house state-of-the-art added-value manufacturing equipment, including the previously announced $15-million infrastructure in- vestment to produce world-class infused chocolate products. e proceeds of the term loan will be used to fund the Phase 4 and 5 expansions of the Moncton campus and refinance the Company's existing long-term debt with Farm Credit Canada. e revolving credit facility may be used for general corporate and working capital purposes. Pursuant to the agreed conditions of the Facilities, Organigram has initially drawn $50 million of the term When you are looking for specialized legal counsel, turn to the resource that showcases peer-ranked Canadian legal talent. lexpert.ca/directory LAWYER