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.
Issue link: https://digital.carswellmedia.com/i/654294
LEXPERT MAGAZINE | JANUARY 2013 21 | CORPORATE TRANSACTIONS OF IMPORTANCE | CLOSING DATE: AUGUST 30, 2012 AltaGas Ltd. ("AltaGas") acquired SEMCO Holding Corporation from Continental En- ergy Systems LLC ("Continental Energy") for US$1.135 billion. is acquisition of US utilities in Michi- gan and Alaska marks a significant milestone in AltaGas' history. AltaGas is an energy in- frastructure business. AltaGas financed the acquisition through a combination of new and existing sources, including a new US$300 million non-ex- tendible revolving credit facility provided by a syndicate of lenders led by the Toronto- Dominion Bank. AltaGas was represented by Dennis Daw- son, Michael Halpen and Shaheen Amirali with assistance from a Stikeman Elliott LLP team that included Chris Nixon, Brad Grant, Keith Chatwin, Leland Corbett, Kyle Banbury, Kelly Galloway (M&A) and David Weekes (tax); and from a Dykema Gossett PLLC team that included Rex Schlaybaugh, William Kregel (M&A); Al Ernst, Shaun Johnson (energy); Steve Grob, William Lentine (tax) and Margaret Hunter (employee benefits). Continental Energy was represented by Cravath, Swaine & Moore LLP with a team that included Andrew ompson, Scott Abramowitz, Christopher Couvelier, Manoj Ramachandran, Annmarie Terraciano, Cur- tis Tiffany (M&A); Michael Schler, Leonard Teti, Matthew Williams (tax); Jennifer Con- way, Michael Krasnovsky, Jarrett Hoffman and Michelle Garrett (pensions & benefits). Filion, Legal Counsel. Bell was also repre- sented by Blake, Cassels & Graydon LLP with respect to competition law matters by a team comprising Brian Facey and Mark Graham and by Norton Rose Canada LLP with respect to certain matters related to the settlement of the Reverse Break-fee Proceed- ings and in connection with negotiations as between Bell and the three sponsors. e Norton Rose team comprised Pierre Bien- venu and Sophie Perreault (litigation) and Solomon Sananes and Catherine De Labour- sodière (business law). Goodmans LLP represented BMO Capi- tal Markets Corp. in connection with the ac- quisition financing with a team led by David Nadler (finance) and included Dan Dedic and Emily Ting (finance); Ken Herlin (real estate) and Mitchell Sherman (tax). Q9 was represented by Victoria Coombs, General Counsel & Corporate Secretary and McCarthy Tétrault LLP acted for ABRY Partners and Q9 in connection with the sale. e McCarthy Tétrault team was led by Andrew Parker and consisted of Robert Hansen, Lesley Milroy, Stephanie Yarmo, Jennifer Organ and Victoria Seth (business law); James Morand (tax); Gordon Baird and Ana Badour (financial services); Oliver Borgers (competition) and Jamie Orzech (real estate). ALTAGAS ACQUIRES SEMCO BRISTOW GROUP BUYS HELICOPTERS, GROUND FACILITIES AND MINORITY INTEREST IN COUGAR HELICOPTERS FROM VIH AVIATION GROUP CLOSING DATE: OCTOBER 3, 2012 Bristow Group Inc. of Houston, Texas, a leading provider of helicopter services to the worldwide offshore energy industry, pur- chased a minority interest in Cougar Heli- copters Inc., the largest offshore energy and search and rescue (SAR) helicopter service provider in Canada, and purchased from Cougar's parent VIH Aviation Group Ltd. of Victoria, BC, and its affiliates eight Sikor- sky S-92 helicopters, ground facilities in St. John's, NL, and Halifax, NS, and other assets used by Cougar in its operations. Bristow's investment totals US$250 million plus a three-year earn-out of up to US$40 mil- lion based upon Cougar achieving agreed performance targets. e transaction was approved by the Canadian Transportation Agency on September 13, 2012 and was com- pleted on October 3, 2012. Bristow was represented by its general counsel, Chip Earle, and by Wachtell, Lip- ton, Rosen & Katz, as US Transaction Counsel (David Katz, Michael Rosenblat, Derek Liu and Damian Peterson), by Good- mans LLP, as Canadian Transaction Coun- sel (Jonathan Lampe, Andrew Wiseman, Robert Vaux, Celia Rhea, Dan Dedic and INDUSTRY ANALYSIS 4 Metals, Minerals, Mining 3 Entertainment 2 High Tech 1 Business Services CHRISTOPHER NIXON STIKEMAN ELLIOTT LLP JONATHAN LAMPE GOODMANS LLP MITCHELL GROPPER, QC FARRIS, VAUGHAN, WILLS & MURPHY LLP MAGNUS VERBRUGGE BORDEN LADNER GERVAIS LLP