Lexpert Magazine

Jan/Feb 2018

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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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.

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