32 LEXPERT MAGAZINE
|
JANUARY/FEBRUARY 2017
would be owned by Spectra shareholders."
As one BNN report contended, "e
takeover, the most significant energy deal
since oil and natural gas prices crashed in
mid-2014, highlights how pipeline com-
panies are under pressure to merge as they
grapple with overcapacity and sliding tar-
iffs that have slowed dividend growth and
unnerved investors."
Robert Vaux of Goodmans LLP, Spec-
tra's external Canadian counsel, pointed
out that "Spectra shareholders" in this all-
stock transaction "are going to be share-
holders of a Canadian public board, gov-
erned by Canadian law." Canadian lawyers
are making that work.
Key Legal Players
Enbridge advisors: Sullivan
& Cromwell LLP; McCarthy
Tétrault LLP (M&A)
Spectra Energy advisors: Wachtell
Lipton Rosen & Katz LLP; Goodmans
LLP (corporate, tax, pension & benefits,
employment, competition, regulatory);
Skadden, Arps, Salte, Meagher
& Flom LLP (tax)
Counsel to Enbridge's financial
advisors: Alston & Bird LLP;
O'Melveny & Myers LLP
Counsel to Spectra's financial
advisors: White & Case LLP
5
Waste Connections'
Reverse Merger
with Progressive
Waste Solutions
Waste Connections Inc. is an integrated
solid waste services company that provides
waste collection, transfer, disposal and
recycling services in mostly exclusive and
secondary markets in the US and Canada.
It entered into an agreement with Progres-
sive Waste Solutions Ltd. to merge in an
all-stock transaction of an estimated value
of $1.3 billion. Upon completion in June
2016, stockholders of Waste Connections
owned approximately 70 per cent of the
combined company, and shareholders of
Progressive Waste Solutions owned ap-
proximately 30 per cent. e acquisition
was structured using Progressive Waste So-
lutions as the continuing entity, which was
renamed Waste Connections Inc. upon
closing. Shares of Waste Connections com-
mon stock trade on the New York Stock
Exchange and the Toronto Stock Exchange
under the symbol WCN.
Brent Kraus of Bennett Jones LLP,
Waste Connections' Canadian counsel,
said this was a "significant strategic acquisi-
tion" from a very leader-driven team, refer-
ring to Chief Executive Officer Ron Mit-
telstaedt. e companies saw the opportu-
nity to "apply a strong corporate structure"
on both sides of the border.
John Ciardullo from Stikeman Elliott
LLP, counsel to Progressive Waste Solu-
tions, added, "e Progressive Waste board
was dealing with a series of complicated is-
sues, which culminated in a controlled auc-
tion that resulted in the deal with Waste
Connections. For a variety of strategic and
other reasons beneficial to the combined
shareholder base, the transaction was
structured as a reverse merger and involved
the navigation of intricate cross-border
tax, regulatory and commercial issues. e
post-transaction performance of the com-
bined company has been remarkable."
Key Legal Players
"Old Waste Connections" advisors:
Patrick Shea (in-house); Locke Lord LLP;
Latham & Watkins LLP; Bennett
Jones LLP (M&A)
Progressive Waste Solutions advisors:
Loreto Grimaldi (in-house); Stikeman
Elliott LLP (M&A); Weil Gotshal
& Manges LLP
Advisors to Bank of America:
Goulston & Storrs PC; McCarthy
Tétrault LLP (securities)
Advisor to an institutional purchaser
advisor: Chapman and Cutler LLP
(corporate finance)
Advisor to BMO Capital Markets:
Davies Ward Phillips & Vineberg LLP
(fairness opinion)
6
BCE's Acquisition
of Q9 Networks
is is a continuation of a 2012 deal then
valued at $1.1 billion, in which an Investor
Group comprising BCE, Ontario Teachers'
Pension Plan, Providence Equity Partners
and Madison Dearborn Partners acquired
Q9 Networks, the data centre operator
that provides outsourced hosting and other
data solutions to Canadian business and
government customers. In 2016, BCE ac-
quired the equity it did not already own in
Q9 from the other investors in a transac-
tion valued at approximately $675 million,
including Q9 net debt.
BCE said, "e acquisition supports
Bell's ability to compete against domestic
and international providers in the grow-
ing outsourced data services sector," and a
Globe account put the case more particu-
larly, "as it hopes to gain an edge in the in-
creasingly competitive market to sell busi-
ness customers hosting and cloud services."
Goodmans LLP was external counsel
for BMO Capital Markets, which led a first
lien group of lenders as Barclays led a sec-
ond group. e firm's David Nadler com-
mended the banks for their cooperation on
this, "allowing the company to find a path
forward, being purchased by Bell." is,
despite the fact that there were "a number
of stakeholders, and it was hard to keep ev-
erything together at times."
Key Legal Players
BCE advisor: Blake, Cassels
& Graydon LLP (competition, M&A,
tax and financial services)
Advisor to Q9 Networks' shareholder
group: Osler, Hoskin & Harcourt
LLP (M&A)
BMO Capital Markets advisor:
Goodmans LLP
Investor group advisors (predecessor
transaction): Weil, Gotshal & Manges
| TOP DEALS |
