36 LEXPERT MAGAZINE
|
JANUARY/FEBRUARY 2018
| TOP 10 DEALS |
Top 10 Deals Selection Process
Lexpert's Top 10 Deals of the year list, published annually since January
2004, is unique and distinct from league tables prepared by accountants,
investment banks and financial analysts, and ranked for the most part
by size of the transaction. This list is based on an extensive canvass
conducted in October and November 2017 by Lexpert of Canadian M&A,
Securities and Corporate Finance lawyers.
There were several criteria this year, including the fact that the deal
must be announced between Nov. 1, 2016 and Nov. 1, 2017, and closed
or expected to close by Jan. 3, 2018. Transactions with particularly long
gestation periods also qualify. Canadian legal content of the deal must be
significant. Most importantly, the deal must stand for more than itself:
represent a trend, illustrate some aspect
of the year's economic climate, or be a portent of things to come.
There is no minimum size or preferred structure — this list's definition
of "deal" is anything Canadian lawyers worked on that they considered to
be significant. Lexpert also co-sponsors, with Deloitte, The Globe and Mail
and Thomson Reuters (Markets), the Canadian Dealmaker Awards. We will
report on these awards in the March issue of the Magazine, at which time
it will be interesting to compare the winners with the Lexpert Top Deals.
Certain of the deals are bound to overlap, while others do not. Top Deals
tends more toward "lawyers' deals" in the sense that they comprise
compelling legal issues.
co employees. e company will now work
with stakeholders to finalize the necessary
supporting agreements. e restructuring
plan is supported by a Memorandum of
Understanding (MOU) between Bedrock
and the Province of Ontario, which sets
out a policy framework intended to protect
jobs while allowing the continuation of pen-
sions and other post-employment benefits
(OPEBs). e MOU also protects the en-
vironment while providing the opportunity
for Stelco's lands to be used to create value
for pensions and OPEBs.
McCarthy Tétrault LLP was counsel
to Stelco. According to McCarthy's James
Gage, "e successful restructuring of
Stelco was a significant achievement for the
company and its key stakeholders, including
its thousands of employees and retirees and
the communities in which it operates, bring-
ing closure to a lengthy and challenging
CCAA process in a manner that preserved
jobs, pensions and community interests.
Stelco is now well positioned with its clean
balance sheet and the energetic support of
its new majority owner, Bedrock Industries,
to take advantage of the many opportunities
it has identified to grow its business and to
assert itself as a leader in its markets." Added
Michael Amm of Torys LLP, counsel to a
syndicate of underwriters led by Goldman
Sachs and BMO Capital Markets: "e
successful IPO demonstrated how an inno-
vative restructuring transaction can trans-
form an iconic company and return it to
the public capital markets."
According to the Province's announce-
ment: "is transaction would allow Stel-
co's five pension plans — which are under-
funded and would otherwise face wind-up
at reduced benefits levels — to remain in
place without reductions, providing ben-
efits for service accrued prior to December
31, 2017. Pension coverage for service aer
2017 would be addressed in separate agree-
ments. e framework also includes provi-
sions for the funding of the pension plans,
subject to government approvals. e new
company would make various lump sum
and ongoing contributions, resulting in
$430 million of new contributions to the
pension plans over 20 years, $160 million of
which is guaranteed directly by Bedrock."
Key Law Firms
Stelco: McCarthy Tétrault LLP (Bank-
ruptcy & Restructuring, Corporate,
Litigation, Real Property and Planning,
Environmental, Tax); Brown Mills Klinck
Prezioso LLP (Pensions); Hicks Morley
Hamilton Stewart Storie LLP (Labour,
Pensions); Weil, Gotshal & Manges LLP
(US Counsel)
United States Steel: Wildeboer Dellelce
LLP (Corporate, Tax); ornton Grout
Finnigan LLP (Restructuring, Litigation);
Blake, Cassels & Graydon LLP (Restruc-
turing, Litigation); Stikeman Elliott LLP
(Restructuring, Pension)
Carnegie Pension Fund: Stikeman
Elliott LLP
Bedrock Industries: Borden Ladner Gervais
LLP (M&A and Corporate); Goldman
Sloan Nash & Haber LLP (Restructuring )
Brookfield Capital Partners Ltd: Osler,
Hoskin & Harcourt LLP
Wells Fargo: Norton Rose Fulbright Can-
ada LLP (Pensions, Real Estate, Environ-
mental, Tax, Competition, Employment)
IPO Underwriters: Torys LLP
Stelco Directors: WeirFoulds LLP
Monitor, Ernst & Young: Bennett Jones LLP
Salaried employees: Koskie Minsky LLP
USW Union: Davies Ward Phillips
& Vineberg LLP (Co-Counsel)
USW Local Union 1005: Inch Hammond
PC; Cavalluzzo LLP
Ontario Superintendent of Financial
Services: Goodmans LLP
(Restructuring, Corporate)
USW Union: Paliare Roland Rosenberg
Rothstein LLP
10
Parkland Fuel acquires
Chevron Canada's
downstream fuel business
Closing the list of Top 10 on the con-
solidation theme, Chevron Corp., the
second-largest US-based oil company, sold
its Canadian gasoline stations and refin-
ery in British Columbia to Parkland Fuel
Corp., a marketer of petroleum products,
for $1.46 billion. In a Reuters report, Park-
land CEO Bob Espey said, "e acquisi-
tion adds scale to Parkland and gives the
company significant supply infrastruc-
ture and logistics capability to support
