8 LEXPERT MAGAZINE
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APRIL 2019
BIG DEALS CORPORATE TRANSACTIONS OF IMPORTANCE
MISTRAS GROUP ACQUIRES
ONSTREAM PIPELINE
INSPECTION FOR $143M
CLOSING DATE: DECEMBER 13, 2018
On December 13, 2018, MISTRAS
Group, Inc. (MG: NYSE), a global provid-
er of technology-enabled asset protection
solutions to the energy, infrastructure and
industrial sectors, announced the acquisi-
tion of Onstream Pipeline Inspection, a
leading North American provider of pro-
prietary technology enabling pipeline in-
spection and data analytics services from
NOVACAP and affiliates.
McMillan LLP acted as counsel to NO-
VACAP and affiliates in connection with
the sale transaction with Josiane Turcotte
as lead in-house counsel at NOVACAP.
Founded in 1981, Novacap is a leading
Canadian private equity firm with $2.3
billion of assets under management. e
firm takes a pragmatic approach to invest-
ing, which has helped accelerate growth
and create long-term value for its numer-
ous investee companies. Such results are
also expected in connection with the firm's
most recent transaction.
e Onstream transaction had a com-
plex cross-border component with the Mc-
Millan team providing multi-disciplinary
advice with respect to corporate, private
equity, tax, real estate, competition, envi-
ronmental and financial services matters.
e McMillan LLP team was led by
Charles Chevrette and Enda Wong (Cor-
porate & M&A) and included Julia Loney,
Christian Abouchaker, Sophie Papineau-
Wolf (Corporate & M&A), Paul Boshyk
(Employment Law), Janie Tremblay, Pa-
trice Beaudin (Financial Services), Casey
Halladay (Competition Law), Robert
Shore and Mitchell Alison (Real Estate),
and Henry Krupa (Environmental).
Norton Rose Fulbright Canada LLP
acted as counsel to MISTRAS Group, Inc.
and the purchaser, a wholly-owned subsid-
iary of MISTRAS Group, assisting Mi-
chael Keefe, Executive Vice President and
General Counsel of MISTRAS Group.
e Norton Rose Fulbright team was
led by Sheldon Nussbaum in the United
States and Justin Pettigrew in Canada and
included Donald Ainscow, Kassy Coro-
thers and Princess Fuller (Corporate and
M&A), Darren Hueppelsheuser, Sheldon
Elefant and Brian Milne (Tax), Correna
Jones and Ruoxi Wang (Employment),
Elizabeth Williams and Iwan Davies (IP),
Michael Bolitho and Slade Rieger (Real
Estate), Alan Harvie (Environmental),
Rujuta Patel (Competition), and Christina
Winger and Joe Mooney (Banking).
Foley & Lardner LLP acted as US
counsel to NOVACAP and affiliates. e
Foley's team was led by Ben Rikkers.
LIGHTSPEED POS INC.
CLOSES IPO
CLOSING DATE: MARCH 15, 2019
On March 15, 2019, Lightspeed POS Inc.
("Lightspeed" or the "Company") com-
pleted its initial public offering of an ag-
gregate of 17,250,000 subordinate voting
shares (the "Shares") issued from treasury
for a price of $16.00 per Share for aggregate
gross proceeds of $276,000,000, which
includes the exercise in full by the under-
writers of their over-allotment option (the
"Offering"). e Offering was underwrit-
ten by a syndicate of underwriters co-led by
BMO Nesbitt Burns Inc., National Bank
Financial Inc. and J.P. Morgan Securities
Inc. and included CIBC World Markets
Inc., TD Securities Inc., Raymond James
Ltd. and Scotia Capital Inc. (collectively,
the "Underwriters").
e Shares were offered in each of the
provinces and territories of Canada by way
of a supplemented PREP prospectus dated
March 7, 2019, and in the United States
on a private placement basis pursuant to
a private placement memorandum dated
March 7, 2019.
Lightspeed was represented in-house
by a team led by Daniel Micak (General
Counsel and Corporate Secretary), Melissa
Azuelos (Senior Legal Counsel) and Jona-
than Raizenne (Legal Counsel), and assist-
ed by Stikeman Elliott LLP with a team
that included Robert Carelli, David Tardif,
Antoine Champagne, Olivier Elmoznino
and Érick Lauzière (Securities), Dana Bor-
shy, Jason Paperman, Amelia Mounsey and
Evara David (Corporate), Frank Mathieu
and Nathaniel Lacasse (Tax), and Howard
Rosenoff and Elizabeth Labrie (Banking).
Osler, Hoskin & Harcourt LLP act-
ed as Canadian counsel to the Underwrit-
ers. e Osler team consisted of François
Paradis, Bastien Gauthier, Jeremy Brisset
and Sarah Lazure (Corporate/Securities),
and Alain Fournier and Jean-Philippe
Dionne (Tax).
Skadden, Arps, Slate, Meagher &
Flom LLP acted as US Counsel to the
Underwriters. e Skadden team was
composed of Riccardo Leofanti, Ryan Dzi-
erniejko and John Zelenbaba (Corporate/
Capital Markets), Stuart Levi and Alex
Lipton (Intellectual Property and Tech-
nology), and Robert Stevenson (Tax).
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
CDP FINANCIAL LAUNCHES
US$20B SENIOR NOTE PROGRAM
AND COMPLETES US$2B INITIAL
OFFERING OF SENIOR NOTES
CLOSING DATE: FEBRUARY 22, 2019
On February 22, 2019, CDP Financial
Inc. ("CDP Financial"), a wholly-owned
subsidiary of Caisse de dépôt et placement
du Québec ("CDPQ"), launched a Senior
Note Program for the issue and sale of up
to an aggregate principal amount of US$20
billion of senior notes (the "Program"), to
be unconditionally and irrevocably guaran-
teed by CDPQ. On March 6, 2019, CDP
Financial completed an initial offering of
US$2 billion aggregate principal amount
of senior notes due 2022 under the Pro-
gram (the "Offering"), with Goldman
Sachs International, BNP Paribas, HSBC
Bank plc and TD Securities (USA) LLC
acting as agents for the Offering.
CDP Financial and CDPQ were repre-
sented in-house by Sophie Lussier, Kath-
erine Girard and Charlotte Goyer, by
Davies Ward Phillips & Vineberg LLP,
as Canadian counsel, with a team compris-
ing Sébastien Roy, Nicolas Morin, Alyssa
Wiseman and Florence Bienvenu (Cor-
porate Finance and Securities), and Mi-
chael Kandev (Tax), and by Paul, Weiss,
Riind Wharton & Garrison LLP, as
