Lexpert Magazine

March/April 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.

Issue link: http://digital.carswellmedia.com/i/945258

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16 LEXPERT MAGAZINE | MARCH/APRIL 2018 BIG DEALS DEALS ANALYSIS 30 30 Total Deals Published 22 Corporate Finance 21 8 Mergers & Acquisitions 21 12 Cross-border Transactions 21 BIG DEALS TRANSACTION VITALS ANNOUNCED: 10/25/2017 CLOSED: 12/20/2017 TECHNIQUE: DIVESTITURE ACQUIRER TYPE: DOMESTIC ACQUIRER SOUGHT: 100% VALUE: $540 MILLION NICHOLAS WILLIAMS DAVIES WARD PHILLIPS & VINEBERG LLP (FOR AXIUM INFRASTRUCTURE INC.) JACOB SADIKMAN OSLER, HOSKIN & HARCOURT LLP (FOR TRANSCANADA ENERGY LTD.) STEPHEN FURLAN MCCARTHY TÉTRAULT LLP (FOR AN INSTITUTIONAL LENDER) STERLING DIETZE STIKEMAN ELLIOTT LLP (FOR AN INSTITUTIONAL LENDER) On December 20, 2017, Axium Infrastructure Inc. (Axium), through a special-purpose acquisition vehicle Axium Infinity Solar LP, and TransCanada Energy Ltd. (TransCanada) completed its acquisition of TransCanada's Ontario solar portfolio, consisting of eight facilities with a total generating capacity of 105 MW (DC). All eight facilities operate under 20-year power purchase agreements with the Independent Electricity System Operator. e aggregate purchase price was approximately $540 million. e acquisition was financed in part with credit facilities provided by institutional lenders. Axium is an independent portfolio management firm dedicated to generating long-term investment returns through investing in core infrastructure assets. Axium manages dedicated infrastructure funds having approximately $2.8 billion in assets under management as of September 30, 2017, as well as more than $1 billion in co-investments. TransCanada is a large independent power producer that currently owns or has interests in approximately 6,200 megawatts of power generation in Canada and the United States. Axium was represented internally by Julie Chabot, Vice President, Legal Affairs, and externally by Davies Ward Phillips & Vineberg LLP with a team consisting of Nick Williams, Anthony Spadaro, Ga- briella Lombardi, Sarah Powell, Emily Uza, Stefanie Milner and Deb- bie Elmhirst. Charles Tingley and Alysha Manji-Knight of Davies Ward Phillips & Vineberg LLP provided regulatory approval ad- vice to Axium in connection with the transaction, and Chris Ander- son of Davies Ward Phillips & Vineberg LLP provided tax advice to Axium on the transaction. Dan Wolfensohn and Elise Beauregard of Davies Ward Phillips & Vineberg LLP's Montréal office advised with respect to Québec security issues. TransCanada was represented internally by omas Hwang, Se- nior Legal Counsel. TransCanada was represented externally by Osler, Hoskin & Harcourt LLP with a team consisting of Jake Sa- dikman, Dan Kolibar, Marissa Kirsh, Adrian Hartog, Wendy Kao, Suzanne Herceg and Shuli Rodal. One group of institutional lenders providing the credit facilities was represented by McCarthy Tétrault LLP with a team consisting of Stephen Furlan, Lynn Parsons, Mary-Jeanne Phelan, Jacob Stone, Christopher Zawadzki, William McCullough, David Woollcombe, Heloise Apesteguy-Reux and Joanna Rosengarten and another group of institutional lenders was represented by Stikeman Elliott LLP with a team consisting of Sterling Dietze and Guillaume Blais. COMPILED BY GENA SMITH Energy & Power Pipelines Automotive Materials Utilities Financials Media & Entertainment Recreation & Leisure AXIUM INFRASTRUCTURE ACQUIRES ONTARIO SOLAR PORTFOLIO FROM TRANSCANADA CORP.

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