38 LEXPERT MAGAZINE
|
JANUARY/FEBRUARY 2018
| TOP 10 DEALS |
Key Law Firms
Acasta: Goodmans LLP (Corporate/
M&A); Fried, Frank, Harris, Shriver
& Jacobson LLP (US Counsel)
Apollo: Cassels Brock & Blackwell LLP
(M&A, Corporate)
JemPak: Stikeman Elliott LLP; Bloom
Lanys LLP
Stellwagen: Blake, Cassels & Graydon LLP
(M&A, Corporate, Securities); Hogan
Lovells (US Counsel)
Co-Financial Advisors and Settlement
Agents and for JemPak: Stikeman
Elliott LLP
CIBC, TD Bank: Davies Ward Phillips
& Vineberg LLP
Metrolinx signs contract
with Alstom to supply
LRVs in Toronto
In another deal touted as being creative,
Metrolinx entered into a $528-million deal
with a Bombardier rival to order 61 light
rail vehicles from Alstom. ese vehicles
are intended to be used on "Location A,"
but could be re-purposed to "Location B"
if the Bombardier delivery is not available.
Metrolinx and Bombardier, meanwhile,
continue to see each other in court.
Key Law Firms
Alstom: Davies Ward Phillips
& Vineberg LLP
Metrolinx: Norton Rose Fulbright
Canada LLP
Milestone Apartments
REIT completes
privatization by Starwood
Capital Group
On April 28, 2017, Milestone Apartments
REIT was acquired by Starwood Capital
Group in a going private transaction for
approximately $4 billion. Stephen Pin-
cus, leading the Goodmans LLP team for
Milestone, describes the deal's innovative
aspects: "Milestone was the TSX's best
performing REIT since its 2013 IPO as
the first ever public offering anywhere in
the world of a qualifying US REIT by a
non-US entity. is unique structure pro-
vided Milestone with the tax efficiency of
a typical US UPREIT without subjecting
it to SEC registration requirements, while
giving Canadian institutional shareholders
tax-efficient exposure to US assets within
a Canadian investment vehicle. is struc-
ture and numerous 'bought deal' offerings
enabled Milestone to triple its equity mar-
ket cap and generate annual compound re-
turns for investors in excess of 28%.
"e sale to Starwood was the first time
this unique legal structure has ever been
'tested' in a going private scenario, and the
legal advisors were able to structure the sale
to provide Starwood with full cost basis
in the acquired assets while unitholders
of the REIT were generally not subject to
US withholding or income taxes. Ironi-
cally, Milestone's success made it difficult to
obtain shareholder approval for the trans-
action, as several institutional investors
didn't want to part with their investment;
however, with the assistance of counsel,
last-minute changes to the deal terms were
negotiated, approval was obtained and the
transaction closed."
Key Law Firms
Starwood: Stikeman Elliott LLP; Kirkland
& Ellis LLP (M&A, Tax, Real Estate)
Milestone: Goodmans LLP (Corporate,
M&A); Vinson & Elkins LLP
PowerStream,
Enersource and Horizon
amalgamate, forming
Alectra (and subsequent
$675-million bond
financing of Alectra)
On January 31, 2017, PowerStream Hold-
ings Inc., Enersource Holdings Inc. and
Horizon Holdings Inc. amalgamated to
form Alectra Inc. Aer their amalgamation,
Alectra's subsidiaries, PowerStream Inc.,
Enersource Hydro Mississauga Inc. and
Horizon Utilities Corp. amalgamated to
form Alectra Utilities Corp. Alectra Utili-
ties Corp. is expected to complete its acqui-
sition of Hydro One Brampton Networks
Inc. on February 28, 2017. e resulting en-
tity is one of the largest municipally owned
electricity utilities in Canada. Alectra Utili-
ties Corp. serves approximately one mil-
lion homes and businesses in the Greater
Toronto-Hamilton Area, and is operational
within a service territory comprising 15
Ontario communities.
Sharon Geraghty of Torys LLP, which
acted for the Province of Ontario, told Lex-
pert: "e transaction was incredibly unique
with many stakeholders involved, including
seven municipalities, and of course, the
Province of Ontario and had an important
policy objective — to be the catalyst for a
more streamlined and efficient electricity
distribution network in Ontario."
Key Law Firms
PowerStream: Gowling WLG
(Canada) LLP
Enersource: Borden Ladner Gervais LLP
Horizon: Stikeman Elliott LLP
Province of Ontario: Torys LLP
City of Mississauga: Goodmans LLP
Pacific completes
restructuring transaction
Brendan O'Neill, leading the Goodmans
LLP team for the Ad Hoc Committee of
Noteholders and DIP Lenders, was very
proud that the Canadian process was used
in this transaction: "e Pacific Explo-
ration Restructuring involved using the
Canadian Restructuring regime available
under the CCAA to lead a $4 billion multi-
jurisdictional reorganization of a business
with connections to Canada (the juris-
diction of its incorporation), the United
States (the governing law with respect to
the over $4 billion of debt) and Colombia
(the centre of the company's operations). By
using Canada's highly flexible and efficient
CCAA process as the main process, with
ancillary proceedings in the United Stated
under Chapter 15 of the United States
Bankruptcy Code and under Ley 1116 in
Colombia, the company and its stakehold-
ers were able to complete a highly complex
and multi-jurisdictional reorganization in
approximately 4 months of court time —
a result that could not have been obtained
had other jurisdictions served as the lead or
main jurisdiction."
Key Law Firms
Pacific Exploration: Norton Rose Fulbright
Canada LLP (Restructuring, Corporate/
Securities, Financing, Tax, Litigation,
Employment & Labour, Corporate/Regu-
latory); Proskauer Rose LLP; Seward &
Kissel LLP; Garriques; Gomez-Pineson
Zuleta Abogados
Administrative agent under credit facility:
Davis Polk & Wardwell LLP (Insolvency
& Restructuring )
O'Hara Administration Co.: McCarthy
Tétrault LLP (Bankruptcy
