22 LEXPERT MAGAZINE
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NOVEMBER/DECEMBER 2016
BIG DEALS
of west-central Alberta to Seven Generations Energy Ltd. ("Seven
Generations") for total consideration of approximately $2.1 billion.
e consideration included approximately $500 million in cash (aer
closing adjustments), 33.5 million Seven Generations shares (worth
approximately $1 billion based on the trading price at the time of clos-
ing) and the assumption by Seven Generations of US$450 million of
high-yield notes of Paramount.
Paramount is an independent, publicly traded, Canadian corpora-
tion that explores for and develops conventional petroleum and natu-
ral gas prospects, pursues longer-term non-conventional exploration
and pre-development projects and holds investments in other entities.
Seven Generations is a low-cost, high-growth Canadian natural gas
developer generating long-life value from its liquids-rich Kakwa River
Project, located about 100 kilometres south of its operations head-
quarters in Grande Prairie, Alberta.
is transaction was complex because it combined asset sale, share
issuance, corporate reorganization and debt restructuring elements.
It included Paramount shareholder approval, an internal corporate
reorganization by Paramount, a combined consent solicitation and
partial redemption for a series of Paramount's outstanding high-yield
notes, the assumption by Seven Generations of Paramount's other se-
ries of high-yield notes, Paramount's repayment of its credit facility
and implementation of a new bank credit facility.
In addition, on July 26, 2016, Seven Generations completed a
bought-deal financing through a syndicate of underwriters co-led by
RBC Dominion Securities Inc., Peters & Co. Ltd. and Credit Suisse
Securities (Canada) Inc. and including CIBC World Markets Inc.,
Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc.,
Macquarie Capital Markets Canada Ltd., National Bank Financial
Inc., Raymond James Ltd., AltaCorp Capital Inc., Cormack Secu-
rities Inc., Desjardins Securities Inc. and FirstEnergy Capital Corp.
(collectively, the "Underwriters") to partially finance the cash portion
of the purchase consideration for the acquisition.
Seven Generations issued 30,705,000 subscription receipts (includ-
ing 4,005,000 subscription receipts issued upon the exercise in full of
the over-allotment option granted to the Underwriters) at a price of
$24.35 per subscription receipt for gross proceeds of approximately
$748 million. Each subscription receipt entitled the holder thereof to
receive one common share of Seven Generations upon completion of
the acquisition.
Concurrent with closing of the acquisition, Seven Generations
amended and restated its credit agreement with a syndicate of lenders
led by Royal Bank of Canada, as administrative agent, to increase the
reserve-based credit facility from $850 million to $1.1 billion.
Paramount was represented by Norton Rose Fulbright Canada
LLP with a team led by Kevin Johnson, Marcus Archer, Wayne Fe-
dun and Rick Borden and including Jennifer Kennedy, Dion Legge,
Rujuta Patel, Kathleen Cowick, Ryan Keays, Robert Froehlich, Matt
Longstaff, Julianna Fish, Saptarshi Chakraborty, Rob Joseph, Anna
Wingfield, Jennifer Kwong, Jon Watson and Andrew Lim.
Seven Generations was led by its General Counsel, Kyle Brunner,
and also represented by Stikeman Elliott LLP with a team led by
Leland Corbett and including Chrysten Perry, Susan Hutton, Benja-
min Hudy, Kurtis Reed, Amy Nugent, Janel Young, Brandon Leitch,
Michael Rosenstock, Rhonda Ferguson and Haifeng Hu. In respect
of United States matters, Seven Generations was represented by
Simpson acher & Bartlett LLP with a team comprising Joseph
Kaufman and Lisa Zhang.
e Underwriters were represented by Burnet, Duckworth &
Palmer LLP with a team led by Alyson Goldman and Steve Cohen
and including Jessica Brown and Shanlee Von Vegesack. Seven Gen-
erations' lenders were represented by Torys LLP with a team com-
prising Kevin Fougere, David Kolesar and Tyrel Henderson.
e trustee of the high-yield notes Seven Generations assumed
from Paramount was represented by Shipman & Goodwin LLP
with a team comprising Marie Pollio and Chasity Roberts.
CARA COMPLETES
ACQUISITION OF ST-HUBERT
CLOSING DATE: SEPTEMBER 2, 2016
On September 2, 2016, Cara Operations Ltd. ("Cara"), Canada's
oldest and largest full-service restaurant company, completed its ac-
quisition of Groupe St-Hubert Inc. ("St-Hubert"), Québec's leading
full-service restaurant operator as well as fully integrated food manu-
facturer, for $537 million.
With the addition of 117 restaurants from the St-Hubert acquisi-
tion, Cara's total restaurant count has grown to 1,120 locations.
Cara was represented in-house by Dave Lantz and David Blum-
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