WWW.LEXPERT.CA
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2019
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LEXPERT 5
low and Brian Kelsall, that included Ella
Plotkin, Marc Lefler, Doug R. Scott, Bar-
bara Miller, Sean Morley, Kathleen Butter-
field and Zackary Burashko, together with
Rosalind Cooper, Daniel Fabiano, Gordon
Hunter, Louise Kennedy, Alison Lacy, Mi-
chael Round, Ryan Schnier, Scott Ma, Neil
Smiley, Sean Stevens and others. Windsor-
Detroit Bridge Authority was led in-house
by Vicky Tuquero and Kathleen Roberts.
Advice on US law matters was provided by
Warner Norcross + Judd LLP with a team
that included Timothy Horner, Charlie
Goode, Christopher Meyer and others.
Bridging North America General Part-
nership and BNA O&M General Part-
nership were led in-house by Marc Aron,
Chief Legal Officer, Mark Platteel, Gen-
eral Counsel, Greg Walters, Vice President,
Legal, and Meno Tessema, Associate Vice
President, Legal, for ACS, by Steven J. Pas-
coe, VP Law, for Fluor and by Yonni Fush-
man, Executive Vice President & Chief
Legal Officer for Aecon. Blake, Cassels &
Graydon LLP acted as counsel to Project
Co with a team that included Catherine
Doyle, Mark Johnson, Aaron Palmer, Kath-
leen Penny, Samantha Rossman and Cath-
erine Youdan, together with Christine Fer-
guson, Chris Flood, Robert Frazer, Laura
Gagnon, Megan Shaw, Aletha Utley, Jon
Viner and Joe Zed. Advice as to US Securi-
ties Law matters was provided by Skadden,
Arps, Slate, Meagher & Flom LLP with a
team that included Riccardo Leofanti and
Annabelle Gardere.
BNA Constructors Canada GP was
represented in-house by Adam Brody, Gen-
eral Counsel for Dragados Canada Inc.,
Jonathan van Ginhoven, Senior Counsel
for Fluor, and Patricia Skringer, Director,
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, Robin Mahood, Liezl Behm, Ail-
bish Skinner and Brianne Paulin.
Alternate bidders that did not ultimately
prevail were represented by Osler, Hoskin
& Harcourt LLP led by Chris Bennett;
and Davies Ward Phillips and Vineberg
LLP led by Greg Southam. Stikeman El-
liott LLP acted as underwriter's counsel to
the Ellis Don/Bechtel Consortium with
Jamie Templeton.
2
Brookfield Infrastructure
acquired Enercare Inc.
Cameron Belsher of McCarthy Tétrault
LLP called Brookfield's acquisition of En-
ercare the "largest go-private this year by a
Canadian champion doing a deal in their
own backyard." Oliver Borgers, McCarthy
Tétrault, wrote that the "transaction was a
very large and complex matter that drew on
pretty much every area of expertise among
legal counsel. It stands out as a major deal
that was flawlessly executed."
On October 16, 2018, Brookfield In-
frastructure 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 appli-
cable Canadian securities laws.
BIP is a global infrastructure company
that owns and operates high-quality, long-
life assets in the utilities, transport, energy
and data infrastructure sectors across North
and South America, Asia Pacific and Eu-
rope. Enercare Inc. is one of North Amer-
ica's largest home and commercial services
and energy solutions companies, as well as
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, which included Cameron Belsher,
Robert Richardson, Scott Bergen and Ni-
cole Chiarelli, and included Patrick Mc-
Cay and Yaroslavna Nosikova (Tax), Ian
Mak and Noel Chow (Financial Services),
Sarit Pandya and Andrejs Mistiouk (Real
Property and Planning), Catherine Samuel,
Andrew Armstrong, Shauvik Shah, Paulina
Bogdanova and Andrea Schneider (Corpo-
rate), Oliver Borgers and Jonathan Bitran
(Competition/Antitrust), George Veghand
Heloise Apestéguy-Reux (Energy Regulato-
ry), Joanna Rosengarten (Environmental),
Adam Ship and Paul Kunynetz (Franchise
and Distribution), Nancy Carroll (Insur-
ance), Trevor Lawson, Patrick Pengelly and
Matthew Demeo (Labour and Employ-
ment), Ana Badour (Regulatory), Eric Block
and Kosta Kalogiros (Litigation), Deron
Waldock and Kelleher Lynch (Pensions
and Benefits), John Boscariol and Robert
Glasgow (Trade) and Ryan Prescott (Tech-
nology and Intellectual Property). White &
Case LLP advised Brookfield Infrastructure
in the US with a team that included 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 Le-
gal 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.
Stikeman Elliott LLP represented e
Toronto-Dominion Bank with a team that
included Craig Mitchell, Kelly Niebergall,
Laura Von Heynitz (Banking ), Sean Van-
derpol (Securities), Paul Collins (Com-
petition), Glen Zacher (Regulatory) and
Andrea Boctor (Pensions); and in the US,
Milbank, Tweed, Hadley & McCloy LLP
with a team including Mike Bellucci and
Ben Eisenstein.
Osler, Hoskin & Harcourt LLP acted for
one of Canada's largest pension investment
managers in connection with the equity
co-investment that supported the funding
of the acquisition with a team led by John
Groenewegen and Sébastien Savage.
Torys with a team led by Karrin Pow-
ys-Lybbe acted as counsel to Brookfield
Infrastructure, as part of a consortium,
including advice on the negotiation of the
