LEXPERT MAGAZINE
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JANUARY/FEBRUARY 2017 19
INDUSTRY ANALYSIS
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CORPORATE TRANSACTIONS OF IMPORTANCE
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Health Research
Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
3
Consumer Staples
2
Recreation & Leisure
Power Pipelines
Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
2
Metals & Mining
2
Oil & Gas
Oil & Gas Oil & Gas Oil & Gas
Oil & Gas
LAURENTIAN BANK ACQUIRES THE CANADIAN
EQUIPMENT FINANCING AND CORPORATE
FINANCING ACTIVITIES OF CIT GROUP
TRANSACTION VITALS
ANNOUNCED: 6/29/2016
CLOSED: 10/3/2016
TECHNIQUE: DIVESTITURE
ATTITUDE: FRIENDLY
SOUGHT: 100%
MARC DUQUETTE
NORTON ROSE FULBRIGHT
CANADA LLP
MONTRÉAL (FOR LAURENTIAN)
GREGORY FRENETTE
BLAKE, CASSELS
& GRAYDON LLP
TORONTO (FOR CIT)
On October 3, 2016, Laurentian Bank of Canada (Laurentian Bank)
announced the completion of its acquisition of the Canadian equip-
ment financing and corporate financing activities of CIT Group Inc.
(CIT), a portfolio valued at approximately $1 billion (the Acquisi-
tion). Laurentian Bank financed the Acquisition through existing
balance sheet liquidity and a $155,397,660 public offering of sub-
scription receipts, which included the proceeds of the underwriters'
over-allotment option which was exercised in full (the Subscription
Receipt Offering).
e Subscription Receipt Offering was underwritten by a syndi-
cate of underwriters led by TD Securities Inc. e subscription re-
ceipts were issued on July 20, 2016, by way of a short form prospectus
dated July 13, 2016. e proceeds of the Subscription Receipt Offer-
ing were held in escrow pending the closing of the Acquisition.
Following the closing of the Acquisition, the net proceeds of the
Subscription Receipt Offering were released to Laurentian Bank and
the subscription receipts were, in accordance with their terms, auto-
matically settled on a one-for-one basis for common shares in the capi-
tal of Laurentian Bank. Laurentian Bank was represented in-house by
Matthew DiBattista, Senior Legal Counsel. Norton Rose Fulbright
acted as counsel to Laurentian Bank through its offices in Montréal
and New York. Norton Rose Fulbright's team was led by Marc Du-
quette (Regulatory), and included Solomon Sananes, Eric Stevens,
Jacques Lemieux, Meghan Stewart, Renée Loiselle, Lady Africa
Sheppard (M&A and securities), Alain Ricard, Pierre-Olivier Trem-
blay (banking) and ierry Dorval (competition) in Montréal, and
Chris Hilbert, Manny Rivera and James Lacey (securities) in New
York. Derek Chiasson advised on Canadian tax matters, and Michael
Flamenbaum advised on US tax matters.
CIT was represented in-house by Shannon Bender, Chief Corpo-
rate Counsel. Blake, Cassels & Graydon LLP acted as counsel to
CIT with a team that included Gregory Frenette, Carlos Cerqueira
and Michael Elder (M&A); Chris Van Loan, Greg Kanargelidis,
Casey Richardson-Scott and Zvi Halpern-Shavim (tax); Mark Selick,
Christine Creighton and Adam Jackson (financial services); Navin
Joneja and Kate McNeece (competition); Andrea York (employ-
ment); Kathryn Bush (benefits) and John Hutmacher and Jacqueline
Kiggundu (real estate).
Fasken Martineau DuMoulin LLP acted as counsel to the un-
derwriters with respect to the Subscription Receipt Offering, with
a team that included Jean-Pierre Chamberland and Sébastien Belle-
fleur (securities) and Claude Jodoin (tax).
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
VAIL RESORTS COMPLETES $1.4B STRATEGIC
COMBINATION WITH WHISTLER BLACKCOMB
CLOSING DATE: OCTOBER 17, 2016
On October 17, 2016, Vail Resorts, Inc. completed its $1.4-billion
acquisition of Whistler Blackcomb Holdings Inc. by way of plan of
arrangement for cash and share consideration. Vail paid Whistler
Blackcomb shareholders $17.50 in cash and 0.097294 shares of Vail
Resorts common stock (or, for those Canadian shareholders who so
elected, exchangeable shares) for each Whistler Blackcomb share held.
Whistler Blackcomb holds a 75-per-cent interest in each of Whis-
tler Mountain Resort Limited Partnership and Blackcomb Skiing
Enterprises Limited Partnership, which, together, carry on the four
season Whistler Blackcomb mountain resort business. e sprawling
two-mountain ski area, north of Vancouver, was the official venue for
