Lexpert Magazine

46 www.lexpert.ca Big Deals > INFRASTRUCTURE DEALS COMPILED BY ZENA OLIJNYK vestment Corporation ("CDEV"), on behalf of the Government of Canada, completed the sale of 90 per cent of Canada's shares in Ridley Terminals Inc. ("RTI") to 1210565 B.C. Ltd. (a joint venture of U.S. private equity firms AMCI Group and Riverstone Holdings), and the concurrent transfer of 10 per cent of the shares of RTI to Coast Tsimshian RTI Hold- ings Limited Partnership, a limited partner- ship owned by the Lax Kw'alaams Band and the Metlakatla First Nation. e sale price was $350 million. e transaction is the first Canadian priva- tization where local First Nations obtained an equity interest as part of the disposition. e First Nation participation will position the RTI transaction as one of the most import- ant for 2019 and have lasting significance for comparable transactions in the future. e transaction resulted in one of the first joint ventures between U.S. private equity and First Nations. Given the uncertainties associated with acquisitions of infrastructure, project and natural resource-based assets in Canada, this transaction can be used as a model of how to manage and structure similar private-sector acquisitions. Privatizing a Crown asset is a complicated process involving many stakeholders. In addi- tion to M&A skills, the Fasken team was able to utilize its experience with Crown agencies and other governmental bodies, indigenous law and international trade, among others. e transaction was intricate and involved: • e passage of enabling legislation by Par- liament to authorize the sales process. • A consultation process with the Tsimshian First Nations. • Discussions leading to CDEV structuring the sale to provide for direct, joint partici- pation by the Lax Kw'alaams Band and the Metlakatla First Nation, which now have a 10 per cent equity interest in RTI. • Aer the First Nation interest was struc- tured, CDEV proceeded with an auction sale process for 90 per cent interest in RTI. Fasken Martineau DuMoulin LLP ad- vised CDEV on behalf of the government, with a team led by Kareen Zimmer (sale transaction) and Paul Wilson (First Na- tion transactions). e team also included Don Dalik, Dierk Ullrich, Amy Carruthers, Enoch Chang, Marcus Turner, Clara Rozee, Matthew Jensen (M&A), Zach Romano, Stephanie Sanger, Mary Walsh (First Nations and environmental), Ian Cassie (real estate), Anthony Baldanza, Chris Margison, Jenna Ward, Justine Reisler (competition), Clifford Sosnow (international trade), Lorene Nova- kowski (privacy), Clayton Jones, Ross Gaucho, Matt Larsen (employment and benefits) and Michael Coburn (tax). McCarthy Tétrault LLP acted for the purchaser led by Robin Mahood (M&A). e team also included Oliver Borgers and Jona- than Bitran (competition), Stephen Curran and Liezl Behm (debt financing), Michael Alty (M&A), Robert Nearing (tax), Donovan Plomp and Abigail Cheung (employment) and Patrick Beechinor (real property). Borden Ladner Gervais LLP advised RTI. Stikeman Elliott LLP advised the Lax Kw'alaams Band and the Metlakatla First Na- tion. Goodmans LLP acted for the lenders in respect of the acquisition financing provided to the purchaser by certain funds and affiliates of Brookfield Asset Management. e team included Dan Dedic, Evita Ferreira (finan- cing), Sheldon Freeman (corporate/M&A), Michael Koch (regulatory), Kenneth Sad- dington (tax) and John Alton (pensions). Lawson Lundell LLP acted as Brookfield's local counsel in British Columbia, with a team that included Mandeep Dhaliwal, Daniel Mo- wat-Rose, Chat Ortved, Chad Travis, Cliff Proudfoot, QC and Mona Ying. Lawyer(s): Kareen A. Zimmer, Donald M. Dalik, Anthony F. Baldanza, Clifford Sosnow, Michael R. Coburn, Robin Mahood, Oliver J. Borgers, Dan Dedic, Mandeep Dhaliwal Firm(s): Fasken Martineau DuMoulin LLP, McCarthy Tétrault LLP, Borden Ladner Gervais LLP (BLG), Stikeman El- liott LLP, Lawson Lundell LLP CALGARY BUILDING $550-MILLION CENTRE AND HOME FOR FLAMES CLOSE DATE: DEC. 5, 2019 On Dec. 5, 2019, agreements were signed by Calgary Municipal Land Corporation (CMLC), Calgary Sports and Entertainment Corporation and its affiliates (including Cal- gary Flames Limited Partnership), Calgary Exhibition and Stampede Ltd. (Calgary Stam- pede) and the City of Calgary (City) for the construction and operation of the new Event Centre including NHL arena and home to the Calgary Flames, Hitmen and Roughnecks, venue for large-scale entertainment and sport- ing events and retail integrated with the sur- rounding entertainment and culture district. e estimated capital cost is $550 million. Osler Hoskin & Harcourt LLP advised Calgary Municipal Land Corporation with a team consisting of Rob Housman, Riley Whitlock, Bryce Kustra, Luke Stretch (Real Estate); Elliot Smith (Construction) and Paula Olexiuk (Construction). Bennett Jones LLP acted as counsel to Calgary Stampede led by Wayne Whitlock and including Mi- chael Chow and Graham Cook. McCarthy Tétrault LLP advised the City of Calgary led by Olivia Colic and Jeffrey Knowles and with a team including Morgan Troke, Mark Chris- tensen and Elizabeth Rafferty. Norton Rose Fulbright Canada LLP acted as counsel to the Calgary Sports and Entertainment Cor- poration with Steve Raby, Margaret Mason, David Eeles, Kathy Krug, Michael Bolitho, Elizabeth Williams, Matthew Longstaff, Justin Burt, Lincoln Mitchell, Jaclyn Hes- je-Platis, Christine Dowling, Jillian Karras and Slade Rieger. DIGITAL COLONY ACQUIRES BEAN- FIELD TECHNOLOGIES CLOSE DATE: NOV. 7, 2019 Digital Colony, the global digital infra-

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