LEXPERT MAGAZINE
|
JANUARY/FEBRUARY 2018 37
| TOP 10 DEALS |
Parkland's existing operations." e assets
include 129 gasoline stations, three termi-
nals and the Burnaby oil refinery, located
east of Vancouver. e refinery can process
52,000 barrels of oil a day.
Sven Milelli, leading McCarthy Tétrault
LLP's M&A team for Parkland wrote,
"is was a transformational deal that ce-
ments Parkland's status as Canada's leading
fuel retailer while strategically expanding its
supply infrastructure with the acquisition
of the iconic Burnaby Refinery and related
marine terminals."
Key Law Firms
Parkland: Bennett Jones LLP (Competi-
tion); McCarthy Tétrault LLP (Corporate,
Labour & Employment, and Pensions,
Litigation, Real Property, Environmental,
Tax); Paul, Weiss, Riind, Wharton &
Garrison LLP; Dorsey & Whitney LLP
(US Antitrust)
Chevron: Osler, Hoskin & Harcourt LLP
Underwriters: Dentons Canada LLP
Goldcorp, Barrick
and Kinross three-way
transaction (Cerro Casale
Project); Goldcorp
buys Exeter Resource
Melanie Shishler, of Davies Ward Phillips &
Vineberg LLP, for Barrick Gold Corp., sum-
marizes this transaction and the way in which
it "is indicative of a continuing trend of min-
ing companies sharing risk and expertise by
partnering to develop large scale mining proj-
ects in district plays around the world.
"Despite the clarity of purpose, this was
an extremely complex deal to execute given
the multi-faceted nature of the transaction
and the involvement of multiple parties.
e first complexity involved ensuring
that the parallel sale by each of Barrick and
Kinross of a 25% interest in the Cerro Ca-
sale Project to Goldcorp was conducted on
equivalent economic terms, having regard
to the fact that Barrick was continuing as
a joint venture partner with its remaining
50% interest and Kinross was exiting the
joint venture while at the same time divest-
ing the Quebreda Seca property to the new
joint venture.
"e second complexity revolved around
the negotiation of the significant 50/50 re-
gional joint venture between Barrick and
Goldcorp over the Cerro Casale and Que-
breda Seca projects in Chile's Maricunga
district, and the funding intricacies arising
from Goldcorp's commitment to (1) fund
Barrick's first $260 million of expenditures
(and to spend an equivalent amount on its
own behalf for a total commitment of $520
million) over a specified period of time, and
(2) fund the acquisition of Quebreda Seca
from Kinross.
"Further complicating the transaction was
a separate concurrent agreement entered
into by Goldcorp for the acquisition of Ex-
eter Resource Corporation and subsequent
contribution of its sole asset, the nearby
Caspiche Project, into the Cerro Casale joint
venture, 50% of the value of which was cred-
ited towards Goldcorp's $260 million fund-
ing commitment. Overlaying all the complex
arrangements were multi-jurisdictional legal
issues with contracts governed by Ontario
law and key title, diligence and transfer mat-
ters governed by Chilean law."
Key Law Firms
Barrick: Davies Ward Phillips
& Vineberg LLP
Goldcorp: McCarthy Tétrault LLP (Mining
and M&A, Competition); Cassels Brock
& Blackwell LLP (Mining/Securities);
Cariola Diez Perez-Cotapos; Neal,
Gerber & Eisenberg LLP
Kinross: Osler, Hoskin & Harcourt LLP
(Tax); Blake, Cassels & Graydon LLP
Exeter: Gowling WLG (Canada) LLP
(M&A, Tax, Advocacy); Dorsey
& Whitney LLP (US Counsel);
Bofil Mir & Alvarez Jana Abogados
Acasta Enterprises
(SPAC) acquires three
businesses: Apollo
Health, JemPak
and Stellwagen
On January 3, 2017, Acasta Enterprises Inc.,
Canada's largest special purpose acquisition
company (SPAC), completed its $1.2-bil-
lion qualifying acquisition (QA) of three
businesses: Apollo Health and JemPak, two
consumer staples businesses, and Stellwa-
gen, a commercial aviation finance business,
alongside Acasta's launch as a private-equity
management firm.
According to Stephen Pincus of Good-
mans LLP, counsel to Acasta, "is was
not only the first QA by any Canadian
SPAC, but to the best of our knowledge,
the first multiple acquisition by any SPAC
in the world. With three targets — each of
which had complex business and corpo-
rate structures and strategically differenti-
ated business — the transaction required
multi-dimensional structuring and delicate
multi-track orchestration in Canada, the
United States, Ireland and several other ju-
risdictions. Concurrent with the complex
M&A transaction, the innovative legal
work on the transaction included clearance
of the non-offering prospectus, managing
the SPAC shareholder approval and re-
demption process, completing a significant
private placement and establishing a syndi-
cated credit facility."
Honourable Mentions
ON AN OPTIMISTIC NOTE, THERE WERE SEVERAL MORE DEALS
THAT DREW PRAISE AND ATTENTION FROM THE LAWYERS
WHO WEIGHED IN ON OUR TOP DEALS LIST. THESE TOO INVOLVED
CONSOLIDATION, AND MOST NOTABLY, INNOVATION.
