Lexpert Magazine

September 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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20 LEXPERT MAGAZINE | SEPTEMBER 2016 BIG DEALS DEALS ANALYSIS 19 19 Total Deals Published 8 Corporate Finance 21 11 Mergers & Acquisitions 21 6 Cross-border Transactions 21 BIG DEALS TRANSACTION VITALS ANNOUNCED: 5/5/2016 CLOSED: 5/31/2016 TECHNIQUE: PRIVATELY NEGOTIATED PURCHASE ATTITUDE: FRIENDLY HONG KONG ACQUIRER SOUGHT: 35% SIDNEY HORN STIKEMAN ELLIOTT LLP MONTRÉAL (FOR TELUS) JEFFREY LLOYD BLAKE, CASSELS & GRAYDON LLP TORONTO (FOR BARING ASIA IN CANADA) On May 31, 2016, TELUS Corp. (TELUS) completed a previously announced transaction whereby Baring Private Equity Asia (Baring Asia) acquired a 35-per-cent equity stake in TELUS International (Cda) Inc. (TELUS International). In connection with the transaction, TELUS has also arranged an incremental US$330 million in bank financing, which is secured by assets of TELUS International and its subsidiaries and is non- recourse to TELUS. rough this transaction and the incremental debt within TELUS International, TELUS will receive proceeds of approximately $600 million that will fund the expansion and ad- vancement of TELUS's broadband wireline and wireless networks. TELUS International was valued at $1.2 billion for the purposes of the transaction. TELUS International is a global provider of customer service, IT, and business process services, with more than 22,000 team members around the world, including in Canada, the United States, Europe, Central America and Asia. Baring Private Equity Asia is one of the largest and most estab- lished independent alternative asset management firms in Asia, with a total committed capital of over $13 billion (US$10 billion). TELUS Corp. was represented in-house by a team that included Monique Mercier, Andrea Wood, Andras Vagvolgyi, Michel Belec, Jeff Brown, Andre Cyr and Eric Poole; and by Stikeman Elliott LLP, with a team including Sidney Horn, Peter Castiel, Sophie Lamonde, Stewart Sutcliffe, Gayle Noble, Kevin Custodio, Olivier Godbout, Magali Brunelle and Daniel Glavin (corporate and M&A). Norton Rose Fulbright Canada LLP represented TELUS Corp. in connection with the senior secured credit facilities (the Credit Fa- cilities). e Norton Rose Fulbright team included Nicole Sigouin, Suzana Lobo, Michael Moher, Kaitlind de Jong, Gautam Dhillon and Barry Segal. e Credit Facilities were made available by a syndicate of lenders led by e Bank of Nova Scotia and e Toronto-Dominion Bank. Fasken Martineau DuMoulin LLP represented the lenders. e Fasken Martineau team that included John Torrey, David Ferris, Dev Singh and Aine O'Connor. Osler, Hoskin & Harcourt LLP advised TELUS on the corpo- rate reorganization that preceded the transaction. e Osler team in- cluded Robert Yalden, Patrick Marley, Paul Seraganian, Chris Sheri- dan, Chris Greenaway and Ramin Wright (corporate and tax). Baring Private Equity Asia was represented by Ropes & Gray LLP, with a team that included Neill Jakobe, Brian Schwarzwalder, Elaine Murphy, Will Rosen, Andrew Dale, William Sussman, James DeGraw, omas Burke, Deidre Johnson, Hunter Sharp and Patrick Nash (corporate, M&A and tax). Blake, Cassels & Graydon LLP was Canadian counsel to Bar- ing Private Equity Asia. e team from Blakes comprised Jeff Lloyd, Kurt Sarno, Neelu Toor, Andrew Clark and Victoria Locke (M&A), Jeffrey Shafer (tax), Elizabeth Boyd (ben- efits), Holly Reid (employ- ment) and Gary Daniel (intel- lectual property). COMPILED BY GENA SMITH TELUS CLOSES TELUS INTERNATIONAL TRANSACTION WITH BARING PRIVATE EQUITY ASIA

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