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.