Lexpert Magazine

10 LEXPERT MAGAZINE | SEPTEMBER / OCTOBER 2018 | RECENT DEVELOPMENTS IN BUSINESS LAW | worked well together and we had fun. GUINDI: Yes, Stikeman and the company were known to each other as was Osler and BC Partners and OTPP. e working rela- tionship was great. ere were robust ne- gotiations with creative solutions brought to bear on some of the complex issues and although at times intense, the negotia- tions were always respectful with a view of achieving a fair and successful closing. Lexpert: With many suitors expressing in- terest in GFL, why did this investor group stand out? GRAHEK: It was a very competitive process. Having worked with different private capi- tal partners in our past, our founder and CEO Patrick Dovigi knew what he was looking for from new partners and BC Partners, Ontario Teachers' Pension Plan and their other consortium members met all of those criteria. e relationship they built through the process gave him the con- fidence that our new partners shared his vi- sion and were committed to supporting it. Lexpert: What level of coordination was required? What was the timeline? SINGER: Time is never the friend of any transaction, and this one was no exception. We settled most of the agreements within a week and closed within the month. It was a complex deal, with many inter-dependent work streams to be coordinated in a very short time. So there was around the clock activity among principals, investor groups and legal teams to get this across the line. Guindi: Each legal team had its quarterback who was running various streams inside of his/her firms. ose streams would be sim- ilar to most other deals of this sort. … Each of the teams in the different firms coordi- nated with their respective counterparts to develop the finished product. ere was a very short timeline for the due diligence and for signing the definitive agreement — probably the whole thing happened within weeks rather than months. Once the deal was signed we were again able to move quickly from signing to closing. Lexpert: How complex was this deal? GUINDI: Because of the size of the deal and the terms of the transaction, it was a relatively complex transaction. e needs of various stakeholders needed to be ad- dressed in a very short timeline. Because we did have both domestic and international participants, various tax and other issues had to be resolved. A number of practice areas were involved including tax, regula- tory, corporate, environmental, real estate financial services, insurance, etc. SINGER: ere was considerable complexity to the transaction, including the commer- cial relationship between GFL and the new investor group as you would expect. Layer on top of this tax, regulatory, corporate re- organizations and re-financings (including a US debt offering) and there was no short- age of activity. Even with the least number of hands on deck, it was pretty crowded. Lexpert: GFL seems to have a voracious ap- petite for acquisitions. What can we expect to see going forward for GFL? GRAHEK: ere is considerable breadth to GFL's environmental services While we are already one of the largest environmen- tal services companies in North America, we continue to see opportunities for both organic and strategic growth within each of these offerings in both Canada and the US. We will continue to be disciplined in our approach to acquisitions, but as Patrick [Dovigi] says, it's still early innings. Lexpert: Do you see further consolidation in the industry going forward? GRAHEK: e environmental services in- dustry is highly fragmented across service offerings and markets and likely will re- main so given the local nature of the ser- vices provided by industry participants and the breadth of offerings that the sector en- compasses. is market dynamic presents opportunities for GFL to continue to do strategic acquisitions in a variety of geogra- phies and services. Lexpert: What can you tell me about the deal's precedent-setting nature? GUINDI: Because it's a private transaction, it's difficult to comment publicly, however its clear that due to the expert PE partners that we worked with as well as an exciting target, the parties were quite creative in ne- gotiating the terms. SINGER: While the deal may set a new high-water mark in Canada, the preceden- tial value may be more as an emphatic an- swer to the question as to the potential for entrepreneurial success in Canada. Lexpert: Why was this the right time for such a large deal to close in Canada? Will we see more large transactions of this sort? SINGER: Perhaps private equity views Can- ada as a somewhat more stable venue for capital deployment. Given the number of significant Canadian companies with the vast amount of un-deployed private capital, there is reason for cautious optimism that we will see more blockbuster partnerships forged in Canada. GUINDI: It was a confluence of circumstanc- es; a very attractive target, a knowledgeable buyer, and a robust process. e market dynamics and participants were ripe for a deal. I think there will be other deals of this magnitude, but they won't be numer- ous. ere are not many companies of this size in Canada that would be available for a PE play. However, we will and are seeing in- creased PE activity in smaller transactions across the country and in various sectors. Lexpert: What was most memorable about working on this deal? SINGER: As with most deals, the most memorable aspect is generally the people, the feeling of working together under pres- sure, and the sense of pride in accomplish- ing something great together. CORRECTION: In the "On the Deal" item "Trans- continental Transforms" (July/August 2018, p. 10), Tc Transcontinental's founding was reported as being in 1978. In fact, it was in 1976. Lexpert regrets and apologizes for the error.

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