Lexpert Magazine

January 2013

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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LEXPERT MAGAZINE | JANUARY 2013 27 | CORPORATE TRANSACTIONS OF IMPORTANCE | LLP with a team consisting of Jonathan Grant, Frédéric Cotnoir, Deandra Schubert and David Letourneau (mergers & acquisi- tions); James Morand (tax); Don Houston and Emily Rix (competition); Nathalie Ga- gnon (labour & employment) and Mary Jeanne Phelan (financial services). IVANPLATS COMPLETES $300M IPO CLOSING DATE: OCTOBER 23, 2012 Ivanplats Limited (Ivanplats) completed its initial public offering of 63,327,000 Class A common shares at a price of $4.75 (US$4.85) per share for gross proceeds of approximately $300 million (US$307 million). Ivanplats is a Canadian mining company focused on the exploration and development of major cop- per, platinum, gold, nickel and zinc project. e syndicate of underwriters for the IPO was led by BMO Capital Markets and Morgan Stanley Canada Limited and included Mac- quarie Capital Markets Canada Ltd., RBC Dominion Securities Inc., CIBC World Mar- kets Inc., Citigroup Global Markets Canada Inc., Renaissance Securities (Cyprus) Limited and UBS Securities Canada Inc. Ivanplats granted the underwriters an over-allotment option to purchase up to an additional 15 per cent of the aggregate num- ber of Class A common shares issued at the closing at a price of $4.75 per share. If the over-allotment option is exercised in full, the total gross proceeds to the company will be $346 million (US$354 million). Ivanplats was represented by Goodmans in Vancouver, with a team that included Da- vid Redford, Sean Mason, Kimberly Burns, Alex Bayer, Mahdi Shams, Kara Hardin and Sarah Harper (corporate/securities/mining) and in Toronto by David Veneziano and Ken Saddington (tax). e Underwriters were represented by Stikeman Elliott LLP with a team that in- cluded Quentin Markin in Sydney, Austra- lia, Rhoda Aylward and Steven Bennett in Toronto (corporate/securities/mining). BROOKFIELD INFRASTRUCTURE COMPLETES OFFERING OF MEDIUM TERM NOTES CLOSING DATE: OCTOBER 10, 2012 Brookfield Infrastructure Partners L.P. (NYSE: BIP, TSX: BIP.UN) completed an offering of $400 million principal amount of 3.455 per cent medium term notes due Oc- tober 2017. e notes were offered through a syndicate of agents led by RBC Dominion Securities Inc., Citigroup Global Markets Canada Inc., Credit Suisse Securities (Can- ada) Inc. and HSBC Securities (Canada) Inc. and included CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc. and National Bank Financial Inc. Torys LLP represented Brookfield Infra- structure with a team that included Karrin Powys-Lybbe, Tom Zverina, Jonathan Cescon, Milosz Zemanek and Yinka Olusoga. Goodmans LLP represented the under- writers with a team that included Lawrence Chernin, Bill Gorman, Meenu Khindri Patel, Bradley Hennick (corporate/securities); David Nadler (finance) and Maureen Berry (tax). WEATHER INVESTMENTS II ACQUIRES LA MANCHA RESOURCES CLOSING DATE: NOVEMBER 12, 2012 Weather Investments II S.à r.l. (Weather II) entered into an agreement, on July 13, 2012, for Weather II to acquire all of the outstand- ing common shares of La Mancha Resources Inc. (La Mancha) by way of a friendly all-cash take-over offer. e Weather II offer values the equity of La Mancha at approximately $502 million ($3.50 per share). Weather II is managed by Mr. Naguib Sawiris. e wider Sawiris Family of Egypt have substantial indirect interests in existing operations in the telecoms, construction and fertilizers, cement, real estate and hotel devel- opment industries. A support agreement was executed be- tween Weather II and La Mancha and a lock- up agreement was executed between Weath- er II and Compagnie française de mines et métaux, an indirect wholly owned subsidiary of AREVA S.A. (collectively, Areva). On Au- gust 27, 2012, the original expiry date of the offer, Weather II announced it had acquired approximately 86 per cent of the outstanding La Mancha shares under the offer, which was being extended to September 10, 2012. On September 11, 2012, Weather II announced it owned approximately 98.99 per cent of the outstanding La Mancha shares and would acquire the balance pursuant to a compul- sory acquisition under the Business Corpora- tions Act (British Columbia). e remaining shares were acquired on November 12, 2012. Weather II was represented in Canada by Norton Rose Canada LLP with a team led by Paul Raymond and Niko Veilleux includ- ing Emmanuel Grondin and Marie-Claude Savard (M&A); Derek Chiasson and Antoine Desroches (tax) and Martin ériault and Pascal Rodier (financing). Weather II was represented in Europe by Norton Rose LLP with a team led by Mark Bankes and Nick Adams including Ros Fox, Emma Howes, Narinder Surae, Valérie Becker and Elodie de Jaham (M&A) and Martin McCann, Alex Walker, Daniel Giemajner, Zhiping Lin, Luc Rentmeesters and Alexandre Roth (financ- ing). Weather II was represented in Australia by Norton Rose Australia LLP with a team led by Anthony Latimer and Jehann Mendis, including Daniel Chaney (M&A) and Chris Redden (financing). La Mancha was represented by Fasken Martineau DuMoulin LLP with a team led by Frédéric Boucher including Caitlin Rose, Monica Dingle, Steve Boucratie, Georges Dubé, Laura Fetter and Georald Ingbord (M&A) and Gilles Carli (tax). AREVA was led in-house by Antoine Rain and Myriam Gauthier and was represented by Blake, Cassels & Graydon LLP with a team led by Bruno Arnould and which in- cluded Alfred Buggé (M&A) and John Leop- ardi (tax). LIONSGATE ENTERTAINMENT COMPLETES US$800M REFINANCING CLOSING DATE: SEPTEMBER 27, 2012 Lionsgate Entertainment Corp. (NYSE: LGF) closed its new five-year US$800 mil- lion revolving credit facility with JPMor- ganChase Bank and a syndicate of banks, in one of the largest revolving credit facili- ties raised by an entertainment company in more than a decade. e new facility replaces Lionsgate's previous $340 million revolving credit facility. JPMorgan Chase Bank, N.A. served as

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