Lexpert Special Editions

Corporate Law June 2013

The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.

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36 BIG DEALS Osler, Hoskin & Harcourt LLP acted as Canadian counsel to the agents with a team comprising Michael Innes, Blair Wiley and Courtney Ashton (securities) and Lara Friedlander (tax). COGECO CABLE ACQUIRES PEER 1 NETWORK ENTERPRISES CLOSING DATE: JANUARY 29, 2013 Cogeco Cable Inc. ("Cogeco Cable"), a telecommunications corporation headquartered in Montréal and the eleventh-largest hybrid fibre coaxial cable operator in North America, completed its acquisition of Peer 1 Network Enterprises, Inc. ("Peer 1") by way of a take-over bid for cash consideration of $3.85 per common share valuing Peer 1 at approximately $635 million. In connection with the completion of the take-over bid, Cogeco Cable entered into new credit facilities with a syndicate of lenders led by National Bank of Canada in the aggregate amount of the Canadian equivalent of $650 million. Cogeco Cable was represented by its team of in-house counsel led by Christian Jolivet, its Vice President, Chief Legal Officer and Secretary, and was assisted by McCarthy Tétrault LLP in connection with the acquisition with a team led by Patrick Boucher that included Max Rogan, Sven Milelli, Sophie Gupta and Maxime Léveillé (business law) and Doug Cannon and Ryan Rabinovitch (tax). With respect to US matters, Cogeco Cable was represented by Simpson Thacher & Bartlett LLP with a team led by Gary Horowitz included Sharo Atmeh and Brian Park (M&A) and Kenneth Ehrhard (antitrust). Stikeman Elliott LLP also represented Cogeco Cable in connection with the completion of the credit facilities with a team led by Jean Lamothe that included Sylvia Avedis and Maxime Jacquin. PEER 1 was represented by Ben Young, its General Counsel, and was assisted by Torys LLP. The team from Torys consisted of Matthew Cockburn, Jim Miller, Josh Lavine and Leah Towell (business law) and Corrado Cardarelli (tax). The principal shareholders of PEER 1 were represented by Goodmans LLP. The Goodmans team comprised Neill May and Michael Partridge. The syndicate of Lenders was represented by Norton Rose Canada LLP with a team that included David Lemieux, Martin Theriault, Elliot Shapiro and Pascal Rodier. BD WHITE BIRCH ACQUIRES WHITE BIRCH PAPER CLOSING DATE: SEPTEMBER 13, 2012 A group of funds led by Black Diamond Capital Management LLC ("Black Diamond") concluded their acquisition of the assets of the White Birch Paper Group, representing the successful culmination of a more than two-year restructuring process. White Birch Paper Company was part of a large group of companies (collectively, White Birch) involved in the paper product sector. White Birch owned and operated three pulp and paper mills and a saw mill in Québec, and a fourth pulp and paper mill in the US through its affiliate, Bear Island Paper Company LLC. On February 24, 2010, all of the White Birch entities filed in Québec under the Companies' Creditors Arrangement Act ("CCAA") and concurrently Bear Island filed Chapter 11 in Virginia under the US Bankruptcy Code (the "Code"). Ernst &Young Inc. was appointed as monitor. The White Birch entities also filed for Chapter 15 protection in the Virginia court. The sale was conclud- ed p B ti C st fo 6 G Th an g q A in an w li cr p b co w ra U ea w LEXPERT® RANKED LAWYERS RANKED LAWYERS Swartz, Jay A. Tamaki, Paul K. Tay, Derrick C. Davies Ward Phillips & Vineberg LLP (416) 863-5520 jswartz@dwpv.com Blake, Cassels & Graydon LLP (416) 863-2697 paul.tamaki@ blakes.com Gowling Lafleur Henderson LLP (416) 369-7330 derrick.tay@ gowlings.com Mr. Tamaki practises in all areas of business income tax, including corporate transactions, international tax and transfer pricing. He is a former co-chair of the CBA – CICA Joint Committee on Taxation and governor of the Canadian Tax Foundation. Mr. Tay leads the firm's corporate restructuring group. His primary focus is on the restructuring and reorganization of complex debtor corporations, and he has deep experience in cross-border and multijurisdictional transactions. Mr. Swartz focuses on private-equity funds, domestic and cross-border insolvencies, private company acquisitions, banking, debt financings, financial products development, structured and project finance, and governance. ROB.indd 36 Themens, Pierre-André Thompson, QC, Peter C.P. Davies Ward Phillips & Vineberg LLP (514) 841-6448 pathemens@dwpv.com Borden Ladner Gervais LLP (613) 787-3528 pthompson@blg.com Mr. Themens, a managing partner of the firm, focuses on complex domestic and foreign project financing and real estate transactions. Experience ranges from development to financing, and from acquisitions and dispositions to securitizations. Mr. Thompson's particular litigation and administrative law expertise is in the regulation of natural gas and electricity utilities. Moreover, he appears at all court levels and for 25 years managed BLG's Ottawa office. Thomson, Kevin J. Tho Davies Ward Phillips & Vineberg LLP (416) 863-5590 kthomson@dwpv.com Tho Finn (41 rtho Mr. Thomson is widely regarded as one of Canada's leading M&A lawyers. Involved as lead counsel in many of Canada's most prominent hostile and friendly change-ofcontrol transactions, including extensive mining-sector experience. Mr. T is re Glob indi He h "a le mos and of th 13-04-23 12:12 PM

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