LEXPERT MAGAZINE
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JANUARY/FEBRUARY 2017 35
parallel, interdependent yet separate deal
with Parkland.
Key Legal Players
Alimentation Couche-Tard advisors:
Faegre Baker Daniels LLP; Davies
Ward Phillips & Vineberg LLP (M&A,
competition, labour & employment)
Advisors to CST Brands: Wachtell
Lipton Rosen & Katz LLP; Stikeman
Elliott LLP (M&A)
Bank of America, Merrill Lynch
advisor: Willkie Farr & Gallagher LLP
Parkland advisor: Fasken Martineau
DuMoulin LLP (M&A, banking, real
estate, environmental, tax); Torys LLP
(competition); Bennett Jones LLP
(advisors on financing)
Advisor to the underwriters for the
Parkland offerings: Dentons Canada
LLP (securities, corporate finance)
Imperial Oil advisor: Blake, Cassels
& Graydon LLP (energy, corporate, real
estate, tax, franchise law, litigation, compe-
tition/Antitrust and foreign investment)
is, however, is their biggest deal to
date — an agreement to purchase gas-
station chain CST Brands Inc. for nearly
US$4 billion, in order to expand into Tex-
as and eastern Canada. (e equity value
of the deal is estimated at US$3.78 billion.
Including debt, the offer is valued at about
US$4.4 billion.) "It's a great fit geographi-
cally," Brian Hannasch, Chief Executive
Officer of Laval, Québec-based Couche-
Tard, told reporters. "Our strength is in
the US Southeast, the West Coast and the
Midwest. Texas is one of the fastest growth
markets in the US."
As a significant component of financing
the deal, Couche-Tard also announced that
it will sell certain CST Canadian assets to
Parkland Fuel Corp. for approximately
US$750 million aer the initial transac-
tion closes — with the number of stores
subject to review by the Competition Bu-
reau. Chris Wolfenberg, for the Fasken
Martineau DuMoulin LLP team that is
advising Parkland, commended the com-
panies for their willingness to negotiate a
In addition to the Top 10 Deals of the Year,
Lexpert also co-sponsors the Canadian
Dealmakers Awards, in partnership with
Deloitte, e Globe and Mail and om-
son Reuters (Markets). Lexpert will report
on these awards in the March issue of the
magazine, at which time it will be interest-
ing to compare the winners with the Top 10
Deals chosen by Lexpert. Certain deals are
bound to overlap, while others may not. It's
important to note that our Top Deals feature
tends to profile more of the " lawyers' deals" in
the sense that they include transactions with
compelling and complex legal issues, whereas
the Dealmakers award program honours
transactions that have the greatest impact to
the business community.
With files from Gena Smith. Jean Cumming is
Editor-in-Chief and Market Director of Lexpert.
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January 23
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| TOP DEALS |
