Lexpert Magazine

September/October 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 | SEPTEMBER / OCTOBER 2018 27 Jonathan Ross (corporate), Diarmuid Ryan (antitrust) and Tom Telford (banking) and included Andrew Sprake (real estate), Eliza- beth Graham (pensions), Nathan Bentley and Dhruv Chhatralia (corporate), Nicola Elam and Erling Estellon (antitrust) and Andrea Unwin (banking). White & Case LLP acted as counsel to the creditors, JP Morgan, BNP Paribas, Ra- bobank and ABN Amro on the US$2.03- billion term loan B for the acquisition. Oil & Gas Oil & Gas MORGAN STANLEY ENERGY PARTNERS COMPLETES INVESTMENT IN SPECIALIZED DESANDERS INC. CLOSING DATE: MARCH 20, 2018 On March 20, 2018, investment funds man- aged by Morgan Stanley Energy Partners (collectively, MSEP) completed an invest- ment in Specialized Desanders Inc. (SDI), an oilfield equipment and services company. Bennett Jones LLP was Canadian coun- sel to Morgan Stanley Energy Partners with a team including Don Greenfield, Darcy Moch, Anu Nijhawan, James McClary, Christine Plante, Irene Bridger, Patrick Brennan, Jeremy Russell, Sebastien Gittens, Bradley Eidsness, Josh Scheinert and Tay- lor Davis. Vinson & Elkins LLP was US counsel to Morgan Stanley Energy Partners with a team including Caroline Blitzer Phil- lips, David Peck, Matthew Falcone, Noelle Alix, Connor Long, Reese O'Connor and Ximena Kuri. Maples and Calder was Cayman Islands counsel to Morgan Stan- ley Energy Partners with a team including Jonathon Meloy and Jeremy Bomford. Ta Stettinius & Hollister LLP was US counsel to SDI HoldCo LLP and other equity holders with a team including Rob- ert Hicks, Lonnie Johnson, Ralph Caruso and Kira Johnson. McMillan LLP was Canadian counsel to SDI HoldCo LLP and other equity holders, with a team including John Clifford, Todd Miller, Andrew Stir- ling and Kourtney Reylands. Cassels Brock & Blackwell LLP was counsel to a syndicate of Lenders, led by e Toronto-Dominion Bank and including Royal Bank of Canada, e Bank of Nova Scotia and HSBC Bank Canada, with a team including Kenton Rein, Douglas Richardson, Mike Tallim and Sam Massie. Mayer Brown LLP was US counsel to the Lenders, with a team including Fred Fisher, Christopher Chubb, Kevin Sheridan Jr., Monica Steinberg and Steven Garden. Miles Davison LLP was counsel to Management. Pipelines Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples SNC-LAVALIN COMPLETES THE TRANSFER OF FIFTH CANADIAN ASSET INTO ITS INFRASTRUCTURE INVESTMENT VEHICLE CLOSING DATE: JUNE 28, 2018 On June 28, 2018, SNC-Lavalin's infra- structure investment fund, SNC-Lavalin Infrastructure Partners LP (the Fund), com- pleted the previously announced transfer of a fih Canadian infrastructure asset, the McGill University Health Centre in Mon- tréal. is second transfer was completed for a total consideration of approximately $115 million, funded through the subscrip- tion of LP units by each of the partners of the Fund, BBGI SICAV S.A. (through a Canadian subsidiary) and SNC-Lavalin. e Fund's initial transfer of the first four Canadian infrastructure projects was com- pleted on September 28, 2017. at transfer included projects in three provinces. SNC-Lavalin was represented in-house by Louis Fleurent, Vice-President, Legal Affairs, Capital, and by Aron Halpern, Di- rector, Commercial & Legal Affairs, Capi- tal. Norton Rose Fulbright Canada LLP acted as counsel to SNC-Lavalin and to the Fund through its office in Montréal. Nor- ton Rose Fulbright's team was led by Elliot Shapiro and included David Crandall, Ra- chel Lesmerises, Derek Chiasson and Ric- cardo Lento. McMillan LLP acted as counsel to BBGI, with a team that was led by Candy Saga and included John Clifford, Dharam- preet Dhillon, Michael Friedman and Béa- trice Méthé. Telecommunications Telecommunications Telecommunications TELUS CORP. CLOSES US$750M DEBT OFFERING CLOSING DATE: JUNE 12, 2018 On June 12, 2018, TELUS Corp. complet- ed an offering of US$750 million of senior unsecured 4.600% 30-year notes, maturing on November 16, 2048 (the Notes). e Notes were offered through a syndicate of underwriters led by Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capi- tal Markets, LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC. TELUS was represented in-house by An- drea Wood, Chief Legal Officer, Christo- pher Main, Associate General Counsel and Assistant Corporate Secretary, and Dennis Wong, Associate General Counsel and in Canada by Norton Rose Fulbright Can- ada LLP with a team that included Pierre Dagenais, Seemal Patel, and Sean William- son (corporate and securities) and Adrienne Oliver and Riley Burr (tax). Paul, Weiss, Riind, Wharton & Garrison LLP represented TELUS in the US with a team that included Andrew Fol- ey, Ronnie Ollo and Diana Berbece (corpo- rate and securities), and David Sicular and David Snyder (tax). e syndicate for the offering was repre- sented in Canada and in the US by Osler, Hoskin & Harcourt LLP with a team that included Michael Innes and Arlene Mack (Canadian corporate and securities), Rob Lando and Jie Chai (US securities), Tim Hughes (Canadian tax) and Paul Seraga- nian (US tax). CORRECTIONS In the "Big Deals" entry "Innergex Renew- able Energy acquires Alterra Power Corp. for $1.1B" (May 2018, p. 17), the team from Troutman Sanders LLP was omit- ted. Troutman Sanders was US counsel to Alterra Power Corp. in that transaction. e description is reprinted in this issue on p. 21. In the "New Toronto Courthouse Pro- ject" ( July/August 2018, p. 21), Christo- pher Zawadzki's name was omitted from the description. Chris Zawadzki of McCarthy Tétrault LLP advised the Ministry of the Attorney General and Infrastructure Ontario on fi- nancing matters. Zawadzki is an associate at the firm. Lexpert sincerely regrets and apologizes for these omissions. | CORPORATE TRANSACTIONS OF IMPORTANCE |

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