Lexpert Magazine

Jan/Feb 2017

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/FEBRUARY 2017 27 | CORPORATE TRANSACTIONS OF IMPORTANCE | e fourth re-opening of the offering was completed by a syndicate of underwriters. e syndicate of underwriters was led by CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capi- tal Inc., and e Toronto-Dominion Bank, and also included, Desjardins Securities Inc., Casgrain & Co. Ltd., HSBC Securities (Canada) Inc., Laurentian Bank Securities Inc., Merrill Lynch Canada Inc., and Canac- cord Genuity Group Inc. e Province of Alberta was represented internally by Michael Gluckman and Chris- topher Ontkean of Alberta Justice and So- licitor General. e underwriters were represented by Jon Truswell and Jordan Primeau of Bennett Jones LLP. Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples CHAUDIERE HYDRO COMPLETES BOND FINANCING CLOSING DATE: SEPTEMBER 7, 2016 On September 7, 2016, Chaudiere Hydro Limited Partnership, which is an affiliate of Hydro Ottawa, completed a private place- ment of an aggregate of $203,802,000 Se- nior Secured Amortizing Bonds. e proceeds of this transaction are be- ing used to finance the construction of the Chaudiere Hydro L.P. Expansion Project, a 29.35 megawatt hydroelectric generation fa- cility located on the Ottawa River near the Chaudière Falls in the City of Ottawa. Chaudiere Hydro L.P. (and related par- ties) were represented in-house by Paul Hughes, General Counsel, and by Dentons Canada LLP with a team in Ottawa that in- cluded Phil Rimer, Rob Davis, Kelly Elliott and Rachel Witherspoon, with assistance from Ryan Chalmers and Jeff Walls of the Vancouver office and Jonathan Nuss of the Montréal office. BMO Capital Markets was the sole agent in connection with the private placement offering. BMO was represented by McCar- thy Tétrault LLP with a team in Toronto that included Jonathan See, Seán O'Neill, Isabel Henkelman, Heloise Apesteguy-Reux, Abraham Costin, Lama Sabbagh, Zachary Masoud and Danny McMullen. e team received assistance from Mary Pagonis of the Montréal office. TORQUEST PARTNERS COMPLETES INVESTMENT IN MCKEIL MARINE CLOSING DATE: OCTOBER 21, 2016 On October 21, 2016, McKeil Marine ("McKeil") and TorQuest Partners ("Tor- Quest") finalized TorQuest's investment in McKeil. e transaction as carried out in partnership with existing management and shareholders, to support the company's next phase of growth. Terms of the investment were not disclosed. In support of the acquisition, PNC Bank Canada Branch, as agent, provided a revolv- ing asset-based credit facility in favour of Ma- rine Work Boats LP, and its Canadian sub- sidiaries. PNC Bank Canada Branch acted as agent a joint lead arranger (together with e Bank of Nova Scotia) for a syndicate of Canadian and US lenders. McKeil is a leading Canadian provider of marine transportation and project services for a wide range of customers and industry sectors across the Great Lakes, St. Lawrence Seaway, East Coast and the Canadian Arctic. Founded in 2002, TorQuest Partners is a Canadian-based manager of private equity funds. With more than $2 billion of equity capital under management, TorQuest invests in middle-market companies. TorQuest also works in close partnership with management to build value for shareholders. TorQuest was represented externally by Torys LLP with a team comprising Mat- thew Cockburn, Jackie Taitz, Geoff Kelsall and Crystal Chung (mergers and acquisi- tion) and Tom Zverina, Daniel Doubilet and Jacob Weinstock (financial services). Blair McKeil and McKeil Work Boats were represented externally by Blake, Cas- sels & Graydon LLP with a legal team comprising David Kruse, Matthew Mundy, Andrew Cyr and Whitney Robinson (merg- ers and acquisitions), Alexis Levine (financial services), Paul Stepak and Ian Caines (taxa- tion), Holly Reid (employment), Doug Tay- lor (environmental) and Ian Breneman (ma- rine regulatory). Norton Rose Fulbright Canada LLP represented PNC Bank with a team compris- ing David Amato, Amanda Fortuna, Vanessa Rochester (marine), Jeff Spiegel (M&A) and Zachary Frenkiel (Québec). Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples MARRIOTT INTERNATIONAL COMPLETES ACQUISITION OF STARWOOD HOTELS & RESORTS WORLDWIDE CLOSING DATE: SEPTEMBER 23, 2016 On September 23, 2016, Marriott Interna- tional, Inc. (NASDAQ: MAR) completed its acquisition of Starwood Hotels & Re- sorts Worldwide, Inc. (NYSE: HOT), cre- ating the world's largest hotel company. e US$13-billion merger combines Marriott brands, including Ritz-Carlton, Courtyard and Residence Inn, with W Hotels, Westin, Sheraton and other Starwood brands. e combined company will operate or franchise more than 5,700 properties and 1.1 million rooms, representing 30 leading brands in over 110 countries, and will control more than one out of every 15 hotel rooms in the world. Marriott operated and franchised hotels and vacation ownership resorts with more than 4,400 properties in 87 countries; and Starwood had nearly 1,300 properties in approximately 100 countries. Marriott was represented by its in-house counsel with a team that included Edward Ryan, David Mann, Ward Cooper, David Manderscheid and Gordon Klepper, and by Gibson, Dunn & Crutcher LLP with a team that included Stephen Glover, Jonathan Corsico, Alisa Babitz, Matthew Dubeck, Saee Muzumdar, Andrew Hirsch, Alexan- der Orr and Quinton Farrar (M&A), Ar- thur Pasternak and Benjamin Rippeon (tax), Janet Vance and Aaron Adams (finance), James Moloney (securities), Michael Collins (executive compensation and benefits) and Joshua Lipton and Joshua Soven (antitrust); and assisted in Canada by Stikeman Elliott LLP with a team that included John Leop- old, Sophie Lamonde and Allison Jaskolka (corporate) and Paul Collins, Michael Kilby and Katarina Zoricic (regulatory). Starwood was represented by Cravath, Swaine & Moore LLP. e Cravath team for Starwood included partners Damien Zoubek and Keith Hallam (M&A), Joseph Zavaglia (spin-off of Starwood's time share business), Lauren Angelilli (tax), Eric Hilfers and Jonathan Katz (executive compensation and benefits); Matthew Morreale (environ- mental), Christine Varney (antitrust) and Sandra Goldstein (litigation).

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