22 LEXPERT MAGAZINE
|
APRIL 2016
BIG DEALS
COMPILED BY GENA SMITH
DEALS ANALYSIS
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GFL ENVIRONMENTAL INC.
COMPLETES $800M
PURCHASE OF MATREC
SOLID WASTE DIVISION
FROM TRANSFORCE INC.
CLOSING DATE: FEBRUARY 1, 2016
JEFFREY SINGER
STIKEMAN ELLIOTT
LLP
NEIL WIENER
FASKEN MARTINEAU
DUMOULIN LLP
On February 1, 2016, GFL Environmental
Inc. (GFL) completed the acquisition of the
Matrec solid waste division from TransForce
Inc. (TSX: TFI, OTCQX: TFIFF) for $800
million. e acquisition was funded in part
by the private offering of US$300 million
in aggregate principal amount of senior un-
secured notes due 2021 (the Note Offering)
through a syndicate of broker dealers led by
Credit Suisse, BMO Capital Markets and
Barclays and including Scotiabank, CIBC
Capital Markets, Comerica Securities, Na-
tional Bank of Canada Financial Markets
and Raymond James (the Dealers). e notes
were issued through a wholly owned sub-
sidiary, GFL Escrow Corporation (GFL Es-
crow). Substantially and concurrently with
the closing of the Matrec acquisition, GFL
Escrow amalgamated with GFL and the suc-
cessor by amalgamation assumed the obliga-
tions under the notes by operation of law. e
acquisition was also funded in part through a
$458 million equity investment by Macqua-
rie Infrastructure Partners III and an inves-
tor group consisting of Highbridge Principal
Strategies, LLC, together with new and ex-
isting co-investors. In connection with the
Matrec acquisition, the Note Offering and
the equity investment, GFL also refinanced
its existing credit facilities with its existing
syndicate of lenders and some additional
lenders, and with Bank of Montreal as Ad-
ministrative Agent. Following completion
of these transactions, GFL's total enterprise
value is approximately $2.4 billion, making
GFL one of the largest environmental ser-
vices companies in Canada.
Stikeman Elliott LLP acted for GFL
under the direction of Joy Grahek, GFL's
General Counsel, with a team that included
Jeffrey Singer, Tim Chubb, Benoît Dubord,
Kevin Custodio, Rachel Wasserman and
Frédérique Tremblay (M&A), Jeff Hershen-
field, Chris Yung and Tara Watson (corpo-
rate finance), Jennifer Legge, Scott Perrin,
Sylvia Avedis, Amy Nugent, Shawn Smith
(banking), Lawson Hunter, Susan Hutton,
Michael Kilby and Paul Beaudry (competi-
tion), John Lorito and Lindsay Gwyer (tax),
Stefan Fews, Dana Porter, Marie-Claude
David and Brady McLeod (real estate), and
Marie-Lou Gauthier (employment). Miller
omson LLP advised GFL with respect
to all environmental and waste management
regulatory matters with a team that included
John Tidball, Luc Gratton, Romain Droit-
court and Simon Lévis.
TransForce was represented by Josiane-
Mélanie Langlois, its Vice President, Legal
Affairs and Corporate Secretary, assisted
by Fasken Martineau DuMoulin LLP,
with a team led by Neil Wiener and Marvin
Mikhail, and including Huy Do and Grant
LoPatriello (competition), Daniel Law and
Allyson Roy (real estate), Claude Jodoin (tax)
and Gordon Hunter (corporate).
Latham & Watkins LLP acted for GFL
in the United States in connection with the
Note Offering under the direction of Joy
Grahek, GFL's General Counsel, with a team
that included Kirk Davenport, Stelios Saffos,
Peter Sluka, Nicholas Goss, Nisha Venkata-
raman and Andrew Blumenthal.
Macquarie was represented by Blake,
Total Deals Published
Cassels & Graydon LLP with a team that
included Steven McKoen, Troy Lehman,
Karim Amlani and Evan Straight (corporate
finance), Janette Pantry (tax), Anne-Cathe-
rine Boucher (environmental), Sophie Trem-
blay (employment), Michael Ventresca (real
estate) and Aimee Yee and Niki Khatami
(financial services).
Highbridge was represented by Torys
LLP with a team that included Matthew
Cockburn and Will Hooper.
e Dealers were represented in the Unit-
ed States by Simpson acher & Bartlett
LLP with a team that included Mark Brod,
Alexander Coedo, Hana Nah and omas
Killeen and in Canada by Blake, Cassels
& Graydon LLP with a team that included
Tim Andison and Catherine Youdan (secu-
rities) and Bryan Bailey (tax).
Bank of Montreal, as Administrative Agent
and the lending syndicate were represented by
Davies Ward Phillips & Vineberg LLP with
a team that included Carol Pennycook, Kenny
Choi, Marc Pontone, Véronique Gaumond-
Carignan and Claudia Michaud.
HONEYWELL ACQUIRES
COM DEV'S SPACE AND
HARDWARE SYSTEMS
BUSINESS, COM DEV SPINS
OUT EXACTEARTH
CLOSING DATE: FEBRUARY 4, 2016
STEVEN RUKAVINA
WEIRFOULDS LLP
EDGAR HIELEMA
GARDINER
ROBERTS LLP
On February 4, 2016, pursuant to a plan of
arrangement (the Arrangement), an indirect
wholly owned subsidiary of Honeywell In-
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Corporate Finance
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14
Mergers and Acquisitions
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5
Cross-border Transactions
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BIG DEALS
