LEXPERT MAGAZINE
|
JANUARY 2019 9
Operations Legal – East for Aecon, with
support from DLA Piper (Canada) LLP
with a team that included Andrew Burton,
Elizabeth Mayer and Natasha Rana.
e underwriters, lenders and hedge
providers were represented by McCarthy
Tétrault LLP with a team that included
Linda Brown, Morgan Troke, Samantha
Cunliffe, Liezl Behm, Ailbish Skinner and
Brianne Paulin.
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
BROOKFIELD INFRASTRUCTURE
ACQUIRES ENERCARE INC.
FOR $4.3B
CLOSING DATE: OCTOBER 16, 2018
On October 16, 2018, Brookfield Infra-
structure and its institutional partners,
(collectively, "Brookfield Infrastructure")
completed the acquisition of all the issued
and outstanding common shares of Ener-
care Inc. for $29.00 per common share or,
in the case of certain electing Canadian
resident shareholders, 0.5509 of an ex-
changeable limited partnership unit ("Ex-
changeable LP Unit") for each common
share elected. e Exchangeable LP Units
are exchangeable, on a one-for-one basis
for non-voting limited partnership units
of Brookfield Infrastructure Partners L.P.
("BIP"). e transaction was valued at $4.3
billion, including debt. Enercare's common
shares were subsequently delisted from the
Toronto Stock Exchange and Enercare has
ceased to be a reporting issuer under applic-
able Canadian securities laws.
e acquisition leverages Brookfield
Infrastructure's substantial presence in the
utility, home building and multi-residential
sectors in North America.
BIP is a global infrastructure company
that owns and operates high quality, long-
life assets in the utilities, transport, energ y
and data infrastructure sectors across
North and South America, Asia Pacific
and Europe. BIP is focused on assets that
generate stable cash flows and require min-
imal maintenance capital expenditures.
BIP is the flagship listed infrastructure
company of Brookfield Asset Manage-
ment Inc., a global alternative asset man-
ager with approximately US$285 billion
of assets under management.
Enercare Inc. is one of North America's
largest home and commercial services and
energy solutions companies, and the largest
non-utility sub-meter provider in Canada.
McCarthy Tétrault LLP advised Brook-
field Infrastructure with a core team led by
Jonathan See, Jake Irwin and Isabel Hen-
kelman and including Cameron Belsher,
Robert Richardson, Scott Bergen and Ni-
cole Chiarelli, and including Patrick Mc-
Cay and Yaroslavna Nosikova (Tax), Ian
Mak and Noel Chow (Financial Services),
Sarit Pandya and Andrejs Mistiouk (Real
Property and Planning ), Catherine Sam-
uel, Andrew Armstrong, Shauvik Shah,
Paulina Bogdanova and Andrea Schneider
(Corporate), Oliver Borgers and Jonathan
Bitran (Competition/Antitrust), George
Vegh and Heloise Apestéguy-Reux (Energy
Regulatory), Joanna Rosengarten (En-
vironmental), Adam Ship and Paul Kun-
ynetz (Franchise and Distribution), Nancy
Carroll (Insurance), Trevor Lawson, Patrick
Pengelly and Matthew Demeo (Labour and
Employment), Ana Badour (Regulatory),
Eric Block and Kosta Kalogiros (Litiga-
tion), Deron Waldock and Kelleher Lynch
(Pensions and Benefits), John Boscariol and
Robert Glasgow (Trade) and Ryan Prescott
(Technology and Intellectual Property).
White & Case LLP advised Brookfield
Infrastructure in the US with a team of
Oliver Brahmst, Samuel Raboy and Adam
Cieply (Corporate), and Binoy Dharia and
Shana White (Financial Services).
Enercare was led in-house by John Tof-
foletto, Senior Vice-President, Chief Legal
Officer and Corporate Secretary with a
team that included Chelsea Provencher,
Senior Legal Counsel and Monique Lam-
pard, Legal Counsel. Enercare was advised
by Davies Ward Phillips & Vineberg LLP
with a team that included Bill Ainley, Brett
Seifred, Ha Nguyen, and Todd Wierenga
(Corporate/M&A), Anita Banicevic and
David Feldman (Competition) and Paul
Lamarre (Tax).
e acquisition was financed, in part,
through a new credit facility entered into
between Brookfield Infrastructure and a
syndicate of lenders and the Toronto-Do-
minion Bank ("TD Bank"), as administra-
tive agent and as issuing bank. TD Bank
was advised by Stikeman Elliott LLP with
a team that included Craig Mitchell, Kelly
Niebergall and Laura Von Heynitz.
Oil & Gas Oil & Gas Oil & Gas
KINDER MORGAN CANADA LTD.
SELLS THE TRANS MOUNTAIN
PIPELINE SYSTEM
AND THE TRANS MOUNTAIN
EXPANSION PROJECT
TO THE GOVERNMENT
OF CANADA FOR $4.5B
CLOSING DATE: AUGUST 31, 2018
On August 31, 2018, the Government
of Canada indirectly acquired the Trans
Mountain Pipeline system and the Trans
Mountain Expansion Project ("TMEP"),
through Trans Mountain Corp. (a subsidi-
ary of the Canada Development Invest-
ment Corp. ("CDEV")) from a subsidiary
of Kinder Morgan Canada Ltd. ("KML")
for cash consideration of $4.5 billion. In
connection with the closing, KML also
replaced its existing $500 million secured
revolving credit facility with a new 4-year,
$500 million unsecured revolving credit fa-
INDUSTRY
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COMPILED BY GENA SMITH
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