Lexpert Magazine

March 2016

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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30 LEXPERT MAGAZINE | MARCH 2016 BIG DEALS Stewart McKelvey acted as Nova Scotia counsel to Anixter. Baker & McKenzie LLP acted as Dutch counsel to Anixter with a team that included Kim Tan and Gilles Kempe. Clifford Chance LLP acted as Dutch counsel to the agent with a team that included Jelle Hofland as well as Nienke van Stekelenburgh. ompson Coburn LLP acted as US counsel to the agent with a team that included Victoria Gilbert and Emily Wang Murphy. 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 AUTOCANADA INC. COMPLETES $75M PUBLIC OFFERING OF COMMON SHARES CLOSING DATE: DECEMBER 14, 2015 On December 14, 2015, AutoCanada Inc. (AutoCanada or the Company) closed its previously announced public offering of com- mon shares. e Company issued 2,950,000 common shares at a price of $25.50 per share for gross proceeds of $75 million. e offering was underwritten by a syn- dicate of underwriters led by RBC Cap- ital Markets and Scotiabank and included CIBC World Markets, Clarus Securities, Canaccord Genuity, Cormark Securities, HSBC Securities (Canada), AltaCorp Capital, GMP Securities and National Bank Financial. Borden Ladner Gervais LLP repre- sented Autocanada with a team led by Bruce Lawrence that included Lloyd McLellan and Peter Newman. McCarthy Tétrault LLP acted as counsel to the underwriters with a team led by Robin Mahood that included Maureen Gillis, Ver- non Miranda and Jerry Nguyen. CANADA HOUSING TRUST NO. 1 COMPLETES $5B PUBLIC OFFERING CLOSING DATE: DECEMBER 18, 2015 On December 18, 2015, Canada Hous- ing Trust No. 1, a special purpose securi- tization trust, completed a debt financing consisting of the issuance of 1.250 per cent Canada Mortgage Bonds, Series 68 (Re- Opening), in an aggregate principal amount of $5,000,000,000 of Canada Mortgage Bonds, which was provided with Canada's sovereign guarantee through Canada Mort- gage and Housing Corporation (CMHC). CMHC was represented in-house by Sébastien Gignac, Reem Hindieh and Aud- rey Chauvin, who were assisted by Borden Ladner Gervais LLP, counsel to CMHC and special counsel to the trust, with a team that included Rosalind Morrow, Francesca Smirnakis and Colin Cameron-Vendrig (corporate and securities), Stephen Redican, Gus Karantzoulis, Aliza Premji and Arthur Nahas (banking and financial services) and Craig Webster (tax) in Toronto and Johanne omas (civil) in Montreal. In the United States, CMHC and the trust were represented by John Donovan, Sang Ji, Terry O'Brien and Steven Gee of White & Case LLP. e underwriting syndicate (for Series 68 (Re-Opening)) was led by BMO Nesbitt Burns Inc., CIBC World Markets Inc., Na- tional Bank Financial Inc. and RBC Do- minion Securities Inc., and Davies Ward Phillips & Vineberg LLP represented the underwriters, with a team that consisted of Carol Pennycook, Adam Heller, Matthew Rosen and James van Wyck (corporate and securities) and Neal Armstrong (tax) in To- ronto, Scott Fisher (corporate and securities) and Heath Martin (tax) in New York. 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 THE DOW CHEMICAL COMPANY CLOSES SALE OF MEGLOBAL TO EQUATE CLOSING DATE: DECEMBER 23, 2015 On December 23, 2015, e Dow Chem- ical Company (Dow) completed the sale of its ownership interest in MEGlobal to EQUATE Petrochemical Company K.S.C. (EQUATE) and has received $1.5 billion in pre-tax proceeds. Dow had previously announced its intent to optimize its ownership in its Kuwaiti Joint Ventures and the closure of this trans- action represents progress toward delivering this commitment. e majority of MEGlobal's value con- sists of Canadian assets that are owned by MEGlobal Canada Inc. MEGlobal is a joint venture between Dow and Petrochemical Industries Company (PIC) of Kuwait. rough its ownership in- terest in EQUATE, Dow retains a 42.5 per cent ownership stake in MEGlobal. EQUATE Petrochemical Company K.S.C is headquartered in Kuwait, is the operator of an integrated world-scale manu- facturing facility producing more than 5 million tons annually of high-quality petro- chemical products. Shearman & Sterling LLP acted as coun- sel to Dow with a team led by George Casey and Heiko Schiwek (M&A) in New York, and included partners Douglas McFadyen (tax), Doreen Lilienfeld (compensation, gov- ernance & ERISA), Joshua ompson (fi- nance), Marwan Elaraby and Robert Nelson (project development & finance), Matthew Powell (M&A), Jordan Altman (intellectual property transactions), Jason Pratt (real es- tate), Harald Halbhuber and Richard Alsop and Richard Alsop (capital markets); along with associates Greg Gewirtz and Samara omas (M&A), Monica Lamb and Helen Cook (project development & finance), Maroun El-Hachem, Victor Nilsson, Dillon Smith, Jack Melamed and Alex Rosenthal (corporate), Yoon-Jee Kim and Drew Valen- tine (capital markets), Mark Pereira (intellec- tual property transactions/M&A), Christine Wright (finance), Tasha Matharu (compen- sation, governance & ERISA) and Yanlin Liu and Vita Zhu (international associates). McCarthy Tétrault LLP acted as Can- adian corporate and competition law coun- sel to Dow with a team that was led by Rick Pawluk (corporate) and included Scott Ber- gen and Adrian Camara (corporate); Oliver Borgers and Jonathan Bitran (competition); and TJ Kang (tax). Steve Suarez of Borden Ladner Gervais LLP acted as Canadian tax counsel to Dow. Latham & Watkins LLP acted as lead legal counsel to EQUATE on both the ac- quisition and the acquisition financing. e deal team was led by Dan Maze (finance) and included Matthew Hope, William Lam and Charlotte Hagan and Simon Tysoe (corpor- ate) and Saad Mian, Cynthia Ip and Andrew Clark (corporate). Loyens Loeff acted as Dutch counsel to EQUATE; Stikeman Elliott LLP and Stewart McKelvey acted as Canadian counsel to EQUATE. e International Counsel Bureau acted as Kuwaiti counsel for EQUATE.

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