Lexpert Special Editions

Honourable Mentions There were many Deals from 2018 that qualified as Honour- able Mentions. We've included them here in alphabetical order. We attempted to stick with those that met our criteria on closing date. The distinction between being in the Top 10 and Honourable Mentions reflects the Lexpert legal community's commentary. • Airbus SE, Bombardier Inc. and Investissement Québec closed their C Series transaction as of July 1, 2018. By this transaction, Airbus acquired a majority stake in the C Series Aircraft Limited Partnership (CSALP) as was initially an- nounced in October 2017. • In September 2018, ATCO acquired 40% interest in Nel- tume Ports, a leading port operator and developer in South America, for approximately $450 million (US$340 million). Neltume Ports, a subsidiary of Ultramar, operates in 16 port facilities and three stevedoring businesses mainly situated in Chile and Uruguay. • As of January 2, 2019, trading began on Toronto and New York exchanges in the shares of the new company created by the merger of Barrick Gold and Randgold Resources. • BASF announced in August 2018 that it had closed its acquisition of a range of businesses and assets from Bayer. The transaction is a strategic complement to BASF's crop protection, biotech and digital farming activities and marks its entry into seeds, non-selective herbicides and nematicide seed treatments (this deal is in the context of Bayer's acquisi- tion of Monsanto). • Closing in May 2018, Blackstone Property Partners, the Core+ real estate investment unit of Blackstone, and Ivanhoé Cambridge, a subsidiary of CDPQ, acquired all of the issued and outstanding trust units of Pure Industrial Real Estate Trust. Blackstone Property Partners and Ivanhoé Cambridge will own respectively 62% and 38% of the Trust. • Canaccord Genuity Acquisition Corp., a SPAC, completed its qualifying acquisition and merged with Spark Power Corp. CGAC was renamed Spark Power Group Inc. Spark Power provides electrical power services and solutions to North American industrial, commercial, institutional, renewable 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. • Canacol Energy Ltd. (TSX:CNE) (OTCQX:CNNEF) (BVC:CNEC) announced in May that it had completed its offering of US$320 million aggregate principal amount of 7.25% senior unsecured notes due 2025. It intends to use the net proceeds from the offering to repay all outstanding amounts borrowed under its credit facility. • The Canadian Medical Association sold MD Financial Management to Scotiabank for $2.59 billion. • Empire acquired Farm Boy from Berkshire Partners and Farm Boy's management shareholders based on a total enter- prise value of $800 million. • Enbridge sold a 49% interest in a portfolio of renewable power assets to the CPPIB for $1.75 billion. • On May 31, 2018, an affiliate of Fairfax Financial Holdings Ltd. acquired all of the share capital and business of Toys "R" Us (Canada) Ltd. Toys "R" Us (Canada) Ltee (Toys Canada) for a purchase price of $300 million subject to certain work- ing capital adjustments. The share transaction, which was completed in connection with Toys Canada's emergence from restructuring proceedings under the CCAA and Chapter 11 of the US Bankruptcy Code, has enabled Toys Canada to continue as a going concern without compromising creditor claims and preserved Toys Canada's position as Canada's leading toy and baby retailer. • On July 31, 2018, Galaxy Digital Holdings Ltd. (Galaxy) completed an arrangement transaction pursuant to which Bradmer Pharmaceuticals Inc., Galaxy Digital LP and First Coin Capital Corp. combined to form a new enterprise in the blockchain, digital asset and cryptocurrency space. In connection with the completion of the arrangement transaction, escrowed funds from a previously completed subscription receipt financing of approximately $305 million were released to Galaxy. GMP Securities L.P. acted as sole agent in the offering of subscription receipts. • In November 2018, GFL Environmental Inc. completed its merger with Waste Industries, which was valued at an enter- prise value of US$2.825 billion. • The Government of Canada and Canada Development Investment Corp. acquired Kinder Morgan's Trans Mountain Pipeline and expansion project. This was not included in the Top 10 because there are so many questions that are unre- solved. We intend to follow these developments in Lexpert in 2019. • Grande Cache Coal was acquired by CST Canada Coal Ltd. for US$430 million. • Innergex Renewable Energy Inc. completed its acquisition of Alterra Power Corp. by way of an arrangement agreement pursuant to which Innergex acquired all of the issued and outstanding common shares of Alterra for an aggregate consideration of $1.1 billion, including the assumption of Alterra's debt. • METRO INC. completed its acquisition of The Jean Coutu Group, which becomes a wholly owned subsidiary of METRO, combining all its pharmacy operations. • NextEra Energy Partners, LP sold a portfolio of four wind and two solar generation projects in Ontario to an affiliate of Canada Pension Plan Investment Board ("CPPIB") for approximately US$1.27 billion, including assumption of existing debt. • In June 2018, Nouvelle Autoroute 30, s.e.n.c. closed a $1.2 billion bond refinancing for Montreal highway Autoroute 30 (A-30) concession project. The bonds included approxi- mately $828 million in long-term bonds, due 2042, priced at roughly 4.11% and approximately $390 million in medium- term bonds, due 2033, carrying a coupon of approximately 3.75%. The long-term bonds and the medium-term bonds are senior-secured and consist of two classes of bonds each. • Novolex, a portfolio company of The Carlyle Group, in the packaging choice and sustainability sector, acquired The Waddington Group from Newell Brands, Inc. • The Slate Canadian Real Estate Opportunity Fund I acquired a portfolio of real estate assets from Cominar Real Estate In- vestment Trust for $1.14 billion, through Slate Asset Manage- ment L.P. It includes 95 assets totalling 6.2 million square feet of office, retail and industrial properties located in the Greater Toronto Area, Atlantic Canada and Western Canada.

• Cover