12 LEXPERT MAGAZINE
|
JANUARY 2019
BIG DEALS CORPORATE TRANSACTIONS OF IMPORTANCE
Inc. ("Just Energy" or the "Company"), a
leading consumer company specializing in
electricity and natural gas commodities,
energy efficiency solutions, and renewable
energy options, completed its acquisition
of all of the issued and the outstanding
shares of Filter Group Inc. ("Filter Group")
through a wholly-owned subsidiary of the
Company for $15 million in cash consider-
ation, the assumption of approximately $22
million of Filter Group debt, and future
performance based earn-out payments of
up to approximately $42 million.
Headquartered in Toronto, Ontario,
Filter Group provides under counter and
whole home water filtration solutions to
residential markets in the Provinces of On-
tario and Manitoba and the States of Nev-
ada, California, Arizona, Michigan and
Illinois, with over 30,000 customers to date.
Just Energy was represented by Fasken
Martineau DuMoulin LLP (Canadian
counsel), with a team led by Scott Conover
and including John Sabetti, Chris Steeves
and Tom Peters, and Hunton Andrews
Kurth LLP (US counsel).
Filter Group was represented by Ben-
nett Jones LLP, with a team led by Con-
rad Druzeta and including Sara Parchello,
Nicolas Francis and Rehman Mir.
e Strategic Initiatives Committee
of Board of Directors of Just Energy was
represented by Jeremy Fraiberg (Corporate)
of Osler, Hoskin & Harcourt LLP.
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
CANACCORD GENUITY
ACQUISITION CORP. COMPLETES
QUALIFYING ACQUISITION
OF SPARK POWER CORP.
CLOSING DATE: AUGUST 31, 2018
Canaccord Genuity Acquisition Corp.
("CGAC"), a special purpose acquisition
corporation, completed its qualifying ac-
quisition and merged with Spark Power
Corp. ("Spark Power"). CGAC was re-
named Spark Power Group Inc. ("the
Company"). e qualifying acquisition
had no redemptions.
Spark Power provides electrical power
services and solutions to North American
industrial, commercial, institutional, re-
newable and agricultural customers, as well
as utility markets including municipalities,
universities, schools and hospitals. Spark
Power also maintains and operates over
2,000 solar and wind energy assets. It has
over 600 megawatts of renewable power
under management and manages two of the
largest renewable energy co-ops in Canada.
e Qualifying Acquisition was com-
pleted through the purchase of certain
shares of Spark Power for cash, the ex-
change of all remaining shares of Spark
Power for common shares of CGAC, and
the exchange of certain warrants to ac-
quire Spark shares for warrants to acquire
common shares (each, a "warrant"). In
addition, certain outstanding options to
acquire Spark shares were exchanged for
options to acquire common shares.
Following closing, each of CGAC's
class A restricted voting units separated
into common shares and warrants, with
the underlying Class A restricted voting
shares having automatically converted into
common shares on a one-for-one basis im-
mediately prior to such separation. Follow-
ing closing, the Company had 44,920,316
common shares and 11,776,653 warrants
outstanding.
e Company was represented in-house
by Martin MacLachlan, General Counsel
and externally by Goodmans LLP with a
team led by Stephen Pincus and included,
William Gorman, Victor Liu, David Coll-
Black, Seth Klerer, Bryan Flatt (Corpor-
ate/M&A), Celia Rhea, Danielle Knight
and Lisa Hawker (Finance), Kabir Jamal
(Tax) and David Rosner (Competition).
Spark Power was represented by Miller
omson LLP with a team that includ-
ed Lawrence Wilder, Tom Koutoulakis,
Jay Sernoskie and Deven Rath (Corpor-
ate/M&A).
Oil & Gas Oil & Gas Oil & Gas
BAYTEX ENERGY CORP.
ACQUIRES RAGING RIVER
EXPLORATION INC. FOR $5B
CLOSING DATE: AUGUST 22, 2018
On August 22, 2018, Baytex Energy
Corp. completed its all-stock acquisition
of Raging River Exploration Inc. to create
a combined organization with an enter-
prise value of approximately $5 billion. e
combined organization will be a well-cap-
italized, oil-weighted company with an at-
tractive growth and free cash flow profile
provided by its world class assets across
North America.
Baytex was represented by Keith Chat-
win, Kayla Zachariassan, Rhonda Parhar
(Corporate/M&A), Julie D'Avignon (Tax),
Susan Hutton and Jessica Rutledge (Com-
petition), and Gary Clarke and Cheryl Rea
(Employment) of Stikeman Elliott LLP.
Raging River was represented in Canada
by Edward (Ted) Brown, Bronwyn Inkster,
Nigel Behrens, Emily McDermott, Jeffrey
Holloway (Securities), Jeffrey Sharpe, Jo-
anne Luu (Litigation), Kirk Lamb (Tax),
Katherine Pybus (Banking ), Brittney
LaBranche (Competition), Jon Ozirny (Oil
& Gas), and Bob Graham (Employment)
of Burnet, Duckworth & Palmer LLP;
and in the US by Paul, Weiss, Riind,
Wharton & Garrison LLP.
NORTHERN STAR RESOURCES
ACQUIRES POGO GOLD MINE
IN ALASKA FOR US$260M
CLOSING DATE: SEPTEMBER 28, 2018
On September 28, 2018, Northern Star
Resources ("NST") completed an acqui-
sition of the Pogo gold project in Alaska
from Sumitomo Metal Mining Co., Ltd
(85% interest and the mine operator)
("SMM") and Sumitomo Corp. (15% in-
terest) ("SC") for US$260 million. is
transaction represents NST's first operation
outside of Australia.
Northern Star Resources, a Perth-based
mid-tier gold producer, operates numer-
ous underground gold mines in Australia.
e Pogo mine is considered a Tier-1
project in a Tier-1 jurisdiction, having an
average annual production of 3 million
ounces of gold.
Sumitomo Metal Mining is Japan's lar-
gest gold miner and a leader in the develop-
ment and mining of non-ferrous metals.
