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.
Issue link: https://digital.carswellmedia.com/i/133445
n. d tss y d se n nt sul te es r. d S n ") er as or d- J. da's BIG DEALS 37 ed pursuant to the CCAA and the Code. Various affiliates of the purchaser, BD White Birch Paper Investment LLC ("BD White Birch"), continue to operate the business at all four mills. The sale was the culmination of a Sale and Investment Solicitation Process undertaken by White Birch under the CCAA and the Code with the approval of both the Canadian and US courts. A stalking horse bid was made by BD White Birch, which had been formed by members of the first-lien lenders group holding about 65 per cent of the first-lien loan — Black Diamond, Credit Suisse Group AG ("CS"), and Caspian Capital Advisors LLC ("Caspian"). This bid was approved as a stalking horse by both the Canadian and US courts in August, 2010. Members of the first-lien lenders group holding about 10 per cent of the first-lien loan submitted a qualifying offer through Sixth Ave. Investment Co., LLC ("Sixth Ave"). Sixth Ave became a qualified bidder and an auction was held in New York on September 21, 2010, between BD White Birch and Sixth Ave. BD White Birch was declared the winning bidder with a bid for total consideration of approximately US$236 million. The bid contained a cash amount of US$94.5 million and a credit bid of US$78 million allocated to the fixed assets in Canada, plus certain assumed liabilities and cure costs, and was approved by both the Canadian and US courts. The closing of the transaction was delayed due to a number of conditions in the sale agreement, the most significant of which was the entering into of new collective agreements and pension arrangements with the Communications, Energy and Paperworkers Union ("CEP") union, which represented workers and retirees at each of the three Quebec mills. Debtor-in-Possession financing during the restructuring process was provided by a group of first-lien lenders led by Black Dia- Thornton, Robert I. Thornton Grout Finnigan LLP (416) 304-0560 rthornton@tgf.ca Mr. Thornton, an IIC member, is recognized by Chambers Global as a band 1 leading individual in restructuring. He has been described as "a leading light," "one of the most innovative in the field" and "pound for pound one of the top lawyers in town." e. ROB.indd 37 mond, CS and Caspian, in the form of a $122 million term loan. This financing was repaid in full on the closing of the transaction. BD White Birch was represented in Canada by Goodmans LLP with a team led by Joseph Latham (restructuring) and assisted by Brendan O'Neill and Chris Armstrong (restructuring); Allan Goodman, Gail Jaffe, Geoff Cowper-Smith, and Rob Kallio (corporate); Susan Rowland and Jana Steele (pensions); Glenn Ernst and David Veneziano (tax); Mark Surchin, Victor Liu and Brian Savage (finance); Richard Annan (competition); Tom Macdonald (environment); Amalia Berg (IP) and Michael Koch (communications); and by Lavery, de Billy, L.L.P. with a team led by Jean-Yves Simard (restructuring) and assisted by Jonathan Warin (restructuring); Catherine Maheu, Josée Dumoulin and François Parent (labour and employment/pension and benefits); Dominique Bélisle, Brigitte Gauthier, Chantal Joubert and Étienne Guertin (financing/real estate); Jean-Sébastien Desroches, Guillaume Lavoie, Ariana Lisio and Maxime Bergeron (corporate); Yvan Biron and Sophie Prégent (environment) as well as Philippe Asselin and Audrey Gibeault (tax). BD White Birch was represented in the US by Skadden, Arps, Slate, Meagher & Flom LLP with a team led by Kimberly deBeers (corporate). The White Birch Group was represented in Canada by Stikeman Elliott LLP with a team led by Kevin Kyte (corporate) and Jean Fontaine (restructuring); assisted by Matthew Liben (restructuring); Elizabeth Labrie, Jeremy Sculnick and Marc Miller (corporate); Bertrand Ménard and Nathalie Duceppe (real estate); Jeff Brown (competition); Luc Bernier, Michel Legendre and Corine Di Maria (tax) and Myriam Fortin (environment); and in the United States by Kirkland & Ellis LLP with a team led by Christopher Marcus and Richard Cieri (restructuring). Thrasher, QC, R.J. (Jack) Tremblay, Richard G. Trossman, Jeffrey C. Turnbull, QC, Gregory G. Osler, Hoskin & Harcourt LLP (403) 260-7019 jthrasher@osler.com Osler, Hoskin & Harcourt LLP (416) 862-6441 rtremblay@osler.com Blake, Cassels & Graydon LLP (416) 863-4290 jeffrey.trossman@ blakes.com McCarthy Tétrault LLP (403) 206-5555 gturnbull@mccarthy.ca Mr. Thrasher focuses on corporate, commercial and energy law matters for Canadian and international clients. He has extensive experience as project counsel on complex resource and infrastructure projects, as well as in M&A and joint ventures. Mr. Tremblay focuses on corporate taxation, with an emphasis on international taxation (foreign affiliates, tax treaties and transfer pricing), as well as on the resolution of disputes with Canadian federal and provincial revenue authorities. Mr. Trossman focuses on income tax planning, including M&A, international tax, corporate reorganizations and REITs. He acts for public and private companies, and represents taxpayers at all levels of the tax appeal process. Mr. Turnbull's practice focuses on securities matters, public and private share and debt financings, take-overs, initial public offerings, board governance issues, and mergers & acquisitions of Canadian and international energy companies. Turner, John S.M. Fasken Martineau DuMoulin LLP (416) 865-4380 jturner@fasken.com As a leading M&A, corporate finance and "dirt lawyer," Mr. Turner's expertise is sought in top resource deals and in other sectors. His clients include issuers and underwriters in Canada and throughout Africa, Latin America and Eastern Europe. 13-04-23 12:12 PM