16 LEXPERT MAGAZINE
|
Q3 2019
BIG DEALS CORPORATE TRANSACTIONS OF IMPORTANCE
annual cash interest payments by more than
CA$12 million annually until Dec. 31,
2021, and addressed certain of the Compa-
ny's debt maturities such that Bellatrix no
longer has any debt maturities in respect of
non-revolving debt prior to 2023. In con-
nection with the Recapitalization Transac-
tion, the Company also obtained a one-year
extension of its revolving period under its
bank facility until May 30, 2020.
Bellatrix announced the Recapitalization
Transaction on March 29, 2019, with the
support of holders of approximately 90%
of the Company's senior unsecured notes
and holders of a majority of the Company's
convertible debentures, who had entered
into support agreements with the Company
pursuant to which they agreed to support
the Recapitalization Transaction and vote
in favour of the CBCA Plan.
On April 16, 2019, the Company com-
menced proceedings under the CBCA and
obtained an interim order from the Ontar-
io Superior Court of Justice (Commercial
List) (the "Court") authorizing, among
other things, the calling and holding of
meetings of affected security holders to
consider and vote on the CBCA Plan pur-
suant to which the Recapitalization Trans-
action would be implemented.
e CBCA Plan was approved by the
Company's senior unsecured noteholders,
convertible debenture holders and sharehold-
ers at meetings held on May 23, 2019, with
100% of the votes cast by senior unsecured
noteholders, approximately 99.5% of the
votes cast by convertible debentureholders
and approximately 87.2% of the votes cast by
shareholders voted in favour of the CBCA
Plan. On May 28, 2019, Bellatrix obtained a
final court order from the Court approving
the CBCA Plan. e Recapitalization Trans-
action completed on June 4, 2019 resulted in
an improved capital structure for the Com-
pany, with reduced debt levels, reduced annu-
al cash interest payments and extended debt
maturities, providing Bellatrix with a strong-
er financial foundation.
Bellatrix's in-house counsel is Charles
R. Kraus (Executive Vice-President, Gen-
eral Counsel and Corporate Secretary).
Goodmans LLP represented Bellatrix in
Canada with a team comprised of Rob-
ert J. Chadwick, Caroline Descours and
Andrew Harmes (Restructuring), Tim
Heeney and David Coll-Black (Corpo-
rate/Securities), Dan Dedic and Danielle
Knight (Banking), and Carrie Smit and
Chris Baxter (Tax). Vinson & Elkins
LLP represented Bellatrix in the United
States with a team led by Robert L. Kim-
ball, Shelley A. Barber, Brenda Lenahan,
Chris Mathiesen, David Choi and K.
Stancell Haigwood (Corporate/Securi-
ties), David W. Wicklund, Michael E. Biel-
by Jr., Collin Z. Groebe and Frank George
(Banking), and Wendy Trahan Salinas
(Tax). Burnet Duckworth & Palmer
LLP represented the special committee of
the board of directors of Bellatrix, with a
team comprised of Edward Brown, Bron-
wyn Inkster and Paul Mereau (Corporate/
Securities), and Kathy L. Pybus and Riley
O'Brien (Banking).
Bennett Jones LLP represented the In-
itial Consenting Noteholders in Canada
with a team that included Kevin Zych and
Michael Shakra (Restructuring), Kristo-
pher Hanc (Corporate/Securities), Mark
Rasile (Banking) and Darcy Moch (Tax).
Davies Ward Phillips & Vineberg LLP
represented the Initial Consenting Deben-
ture holder with a team led by Jay A. Swartz
and Robin B. Schwill (Restructuring).
Stikeman Elliott LLP represented the
Second Lien Noteholders in Canada with
a team that included Guy P. Martel and
Nathalie Nouvet (Restructuring), and
Michael L. Dyck and Serge Levy (Bank-
ing). Kirkland & Ellis LLP represented
the Second Lien Noteholders in the Unit-
ed States with a team that included Mary
Kogut Brawley, Laura Bielinski and Ma-
halia S. Burford (Banking), and Julien J.
Seiguer, Bryan D. Flannery, Christopher
J. Fox and Andrew L. Lombardo (Corpo-
rate/Securities).
Blake Cassels & Graydon LLP rep-
resented National Bank of Canada as the
First Lien Agent with a team that included
Kelly Bourassa and James Reid (Restructur-
ing), Olga Kary (Corporate/Securities), and
Warren B. Nishimura and Cameron Siem-
pelkamp (Banking).
U.S. Bank National Association, in its
capacity as indenture trustee to the senior
unsecured noteholders, was represented in
Canada by Michael J. Hanlon and Jeffrey
Levine of McMillan LLP, and in the U.S.
by Kathleen M. LaManna and Ira H. Gold-
man of Shipman & Goodwin 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
FIERA CAPITAL
COMPLETES C$110-MILLION
HYBRID DEBENTURE
OFFERING
CLOSING DATE: JULY 4, 2019
