24 LEXPERT MAGAZINE
|
MARCH 2017
BIG DEALS
ate under the name "Orla Mining Ltd." ("NewCo"), will focus on
continued exploration and development of the Cerro Quema project
located in Panama and intends to seek further growth opportunities
in the Americas.
In connection with the completion of the transaction, the proceeds
of Orla's previously completed $50-million private placement of sub-
scription receipts released from escrow and the underlying common
shares were issued.
e common shares of NewCo commenced trading on the TSX
Venture Exchange under the symbol "OLA" on December 7, 2016.
Following closing, approximately 53.1 per cent of the common
shares of NewCo are held by former shareholders of Orla and 46.9 per
cent of the common shares of NewCo are held by former shareholders
of Pershimco. Additionally, NewCo has approximately 11.44 million
class A shares issued and outstanding, which are all held by former
shareholders of Pershimco. Each class A share will entitle its holder to
receive, without payment of additional consideration, one common
share of NewCo conditional upon the issuance of a ministerial reso-
lution by the Ministry of Environment of Panama, accepting the En-
vironmental and Social Impact Study ("ESIA") for the Cerro Quema
project on or prior to January 31, 2017.
If a ministerial resolution accepting the ESIA for the Cerro Quema
project is not received prior to January 31, 2017, the right to receive
NewCo common shares will terminate and the class A shares will be
automatically cancelled.
Cassels Brock & Blackwell LLP acted for Orla with a team that
included Jen Hansen, Lindsay Clements, Alexis Bowie and Jennifer
Poirier (M&A, securities and mining), Kristin Taylor (employment)
and Chris Norton (tax).
BCF Business Law acted as Québec counsel to Orla with a team
consisting of Michel Rochefort, Gilles Seguin, Gary Rivard and Jo-
hanne Bérubé (M&A, securities and mining), Nancy Boyle and
Kevin Vincelette (employment). Neal, Gerber & Eisenberg LLP
acted as United States legal advisor to Orla with a team led by John
Koenigsknecht (M&A, securities and mining), which included
David Stone (M&A, securities and mining), Beth Rosner and Carrie
Oswald (M&A and securities) and Jeffrey Shamberg (tax).
Séguin Racine, Attorneys, represented Pershimco with a team
consisting of Pierre-Hubert Séguin, Éric Archambault, Angela
Kosciuk, Stéphane Palardy, Lara Malewski and Louis-Philippe
Lacasse (M&A, securities and mining), Anne-Carole Turgeon (tax)
and Céline Tessier (litigation/business law). Dentons Canada LLP
acted as legal counsel to Pershimco's special committee with a team
that included Carole Turcotte, Charles Spector and Ralph Shay.
Peter McArthur of Miller omson LLP advised Primary Cap-
ital Inc., financial advisor to Pershimco's special committee.
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FORTIS COMPLETES $500M
OFFERING OF SENIOR UNSECURED NOTES
CLOSING DATE: DECEMBER 12, 2016
On December 12, 2016, Fortis Inc. ("Fortis") completed its offering
of $500-million aggregate principal amount of 2.85 per cent senior
unsecured notes due December 12, 2023. e offering was made
to the public through a syndicate of agents co-led by Scotia Capital
Inc., BMO Nesbitt Burns Inc. and TD Securities Inc., and including
CIBC World Markets Inc., RBC Dominion Securities Inc., Desjar-
dins Securities Inc., National Bank Financial Inc., HSBC Securities
(Canada) Inc., Merrill Lynch Canada, Inc. and Casgrain & Co. Ltd.
Fortis was represented by Davies Ward Phillips & Vineberg LLP
with a team that included James Reid, Robin Upshall, David Wilson,
Michael Jemczyk, Matthew Rosen, Jonathan Bilyk (securities) and
Raj Juneja and Kimberly Brown (tax).
e agents were represented by Stikeman Elliott LLP with a team
that included Joel Binder, Anne Weintrop, Aaron Sigal, Yoni Grund-
land, Rolake Adeniran, Caroline Klinkhoff, Rachel Wasserman, An-
drew Chan, Chres Lee and Jonathan Lin (securities), Lindsay Gwyer
(tax) and Keith Miller (regulatory).
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
KISSNER COMPLETES
$400M NOTES OFFERING
CLOSING DATE: NOVEMBER 18, 2016
On November 18, 2016, Kissner Holdings LP ("Kissner") and its af-
filiates completed a cross-border Rule 144A/Regulation S offering of
$400 million aggregate principal amount of 8.375 per cent senior se-
cured notes due 2022 and entered into a new cross-border asset-based
revolving credit facility. Net proceeds of the notes offering and credit
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