30 LEXPERT MAGAZINE
|
NOVEMBER/DECEMBER 2018
BIG DEALS
scale containerized growing processes for a
wide range of forestry seedling species. PRT
currently operates 18 growing and cold stor-
age facilities serving both Canada and the
US with a combined capacity to produce in
excess of 215 million seedlings per year.
Bennett Jones LLP and Davis Wright
Tremaine LLP represented TriWest Capital
Partners, with a team from Bennett Jones led
by Bryan Haynes and also consisting of Eric
Chernin, Brian Wells, Byron Tse and Heidi
Konnert (M&A/corporate), Scott Bodie
(tax), and Karen Dawson, Jeremy Russell,
Taylor Davis and Samantha Lush (financial
services) and with a team from Davis Wright
Tremaine consisting of Sarah Tune (M&A/
corporate), Scott MacCormack (debt fi-
nance), Omar Vasquez (M&A/corporate)
and Christie Totten.
McCarthy Tétrault LLP and Foley
Hoag LLP represented the 96.5% share-
holder of PRT Growing Services Ltd., a fund
managed by Mill Road Capital Management
LLC, with a team from McCarthy Tétrault
led by Jeremy Pleasant and also consisting of
David Tennant, Stefanie Morand, Douglas
Cannon, Kate McNeill-Keller, Oliver Borg-
ers, Vincent Yip, Jeff Knowles, Sarit Pandya,
Gregory Winfield and Kelleher Lynch and
with a team from Foley Hoag led by Peter
Rosenblum and Kip Crawley.
Cassels Brock & Blackwell LLP repre-
sented management of PRT, with a team led
by Jason (Jake) Bullen and also consisting of
Nicola Geary and Michael Alvaro (M&A/
corporate), Jim Morand (tax) and Adrian
Jakibchuk (employment).
PARKLAND COMPLETES
US$500 MILLION
NOTE OFFERING
CLOSING DATE: MARCH 23, 2018
On March 23, 2018, Parkland Fuel Corp.
(Parkland) closed a private placement of
US$500-million aggregate principal amount
of 6.0% senior unsecured notes due 2026.
Parkland was represented in Canada by
Bennett Jones LLP with a team led by
John Piasta that included Harinder Basra
and Duncan D'Arcy (capital markets), Greg
Johnson (tax), Steve Lutz and Adam Taylor
(banking) and in the United States by Cahill
Gordon & Reindel LLP with a team that
included Corey Wright, Kimberly Petillo-
Décossard, Ross Sturman, Joseph Rosati and
Devon McLaughlin.
e initial purchasers were represented
by Dentons Canada LLP in Canada with
a team consisting of Dan Shea, William Gil-
liland and Dan Cerchia (capital markets)
and in the United States by Gibson Dunn
& Crutcher LLP with a team that included
Doug Rayburn, Rodrigo Surcan, Eric Paci-
fici and Blair Watler (corporate), James Che-
noweth and Victor Lee (tax) and Kyle Neema
Guest (environmental).
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
PSC METALS ENTERS
INTO NEW CREDIT AGREEMENT
CLOSING DATE: JULY 18, 2018
On July 11, 2018, PSC Metals, LLC, Cap-
pco Tubular Products Canada Inc. and
certain of their affiliates (collectively, PSC)
entered into a new credit agreement which
provides for, inter alia, a senior secured as-
set-based revolving credit facility in the ini-
tial principal amount of US$65,000,000.
e credit facility is agented by Bank of
America, N.A, as Agent, Sole Lead Arrang-
er and Sole Bookrunner.
PSC, one of North America's largest recy-
clers of scrap metal products, collects, trades,
brokers, processes and recycles ferrous and
non-ferrous metal.
Norton Rose Fulbright Canada LLP
represented Bank of America, N.A. in Can-
ada with a team consisting of David Amato
and Russell Dufault. Jones Day represented
Bank of America, N.A. in the United States
with a team including Ann Seger and Aman-
da Bryk.
Gowling WLG (Canada) LLP repre-
sented PSC in Canada with a team con-
sisting of Christopher Alam and Kelby
Carter. Brown Rudnick LLP represented
PSC in the United States with a team con-
sisting of Tia Wallach, Tyler Lewis and An-
drew Strehle.
Consumer Goods Consumer Goods Consumer Goods
SPIN MASTER COMPLETES
$180M SECONDARY
OFFERING AND CONCURRENT
BLOCK TRADE
CLOSING DATE: AUGUST 15, 2018
Spin Master Corp. (Spin Master) completed
a secondary offering of 2,794,800 subordin-
ate voting shares at a price of $53.40 per sub-
ordinate voting share, indirectly, beneficially
owned by the founders of Spin Master (the
Selling Shareholders) for gross proceeds of
approximately $150 million.
Spin Master is a leading global children's
entertainment company that creates, designs,
manufactures, licenses and markets a diversi-
fied portfolio of innovative toys, games,
products and entertainment properties.
e offering was made through an under-
writing group co-led by RBC Capital Mar-
kets and TD Securities Inc., and which
included CIBC Capital Markets, BMO
Capital Markets, National Bank Financial
Inc., Cormark Securities Inc., Barclays Cap-
ital Canada Inc., Canaccord Genuity Corp.,
Goldman Sachs Canada Inc. and Raymond
James Ltd.
In a separate transaction that was com-
pleted concurrently, a group of employees of
Spin Master, other than the founders, sold
to the underwriters an aggregate of 562,909
subordinate voting shares, on a block trade,
prospectus-exempt basis, at a price of $53.40
per subordinate voting share for total gross
proceeds of approximately $30 million.
Spin Master was represented internally
by Christopher Harrs (Executive Vice Presi-
dent and General Counsel, Corporate Sec-
retary) and Karoline Hunter (Senior Direc-
tor, Investor Relations & Associate General
Counsel). Blake, Cassels & Graydon LLP
acted as Canadian counsel to Spin Master,
with a team that included Frank Arnone,
Matthew Merkley, Alison Desipio, Jeremy
Ozier and Victoria Locke (securities) and
Jeffrey Shafer (tax).
Skadden, Arps, Slate, Meagher & Flom
LLP acted as US counsel to Spin Master
with a team that included Riccardo Leofanti
and Justin Flavelle (corporate).
Torkin Manes LLP acted as Canadian
counsel to the Selling Shareholders, and
was led by Andrew Wilder, Yale Hertzman
(corporate/securities), Kay Leung (tax) and
Linda Godel (not-for-profit/charities).
e syndicate of underwriters was repre-
sented by Torys LLP on Canadian and US
matters, with a team that included Kevin
Morris, Robbie Leibel and Stephen Neil
(Canadian securities) and Andrew Beck
(US securities).
