28 LEXPERT MAGAZINE
|
MARCH 2017
Paul Hastings LLP of Michael Baker, Mi-
chael Chernick and Jason Ewart. Paul Hast-
ings represented Royal Bank of Canada, as
agent of the syndicate of GardaWorld's lend-
ers, with a team led by Sanjay apar.
CALGARY FUEL
FACILITIES COMPLETES
$90M BOND OFFERING
CLOSING DATE: OCTOBER 12, 2016
On October 12, 2016, Calgary Fuel Facili-
ties Corporation Ltd. (CFFC) completed a
$90-million offering of 3.549 per cent amor-
tizing Series A bonds due October 12, 2046.
e offering was completed by RBC Do-
minion Securities Inc. as lead arranger and
sole placement agent.
e proceeds of the offering will be used
by CFFC to complete construction of a gly-
col recovery and recycling facility and to de-
velop a stormwater treatment facility at the
Calgary International Airport as well as to
refinance prior debt related to the develop-
ment of fuelling infrastructure at the Air-
port. CFFC is operated on a not-for-profit
basis for the benefit of a consortium of 18
airlines that serve the Airport.
Bennett Jones LLP advised CFFC with a
team led by Ian Michael that included Helgi
Maki, Jason Roth, Christopher Doucet and
Michelle Seto.
Osler, Hoskin & Harcourt LLP repre-
sented RBC Dominion Securities Inc. with
respect to the offering with a team led by
Michael Innes that included Richard Borins
and Raphael Amram.
Richard Sarabando of Bull, Housser &
Tupper LLP (now merged with Norton
Rose Fulbright Canada LLP) represented
Royal Bank of Canada with respect to re-
financed bank credit facilities.
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
POSTMEDIA COMPLETES
RECAPITALIZATION
CLOSING DATE: OCTOBER 5, 2016
On October 5, 2016, Postmedia Network
Canada Corp. (PNCC) (TSX:PNC.A,
PNC.B) and Postmedia Network Inc.'s
("PNI" and together with PNCC, the
"Company" or "Postmedia") completed a re-
capitalization transaction.
e recapitalization transaction was com-
pleted pursuant to a court-approved plan of
arrangement (the "Plan") under the Canada
Business Corporations Act.
e recapitalization involved the restruc-
turing of over $600 million of PNI's existing
debt obligations, which included the follow-
ing principal terms: (i) the 8.25 per cent sen-
ior secured notes issued by PNI due August
2017 (the "First Lien Notes") were extended
by approximately four years to July 2021 and
reduced to $225 million as a result of an im-
mediate cash pay down of approximately
$78 million; (ii) the 12.50 per cent senior
secured notes issued by PNI due July 2018
(the "Second Lien Notes") in the aggregate
amount of approximately US$268.6 million
were exchanged for approximately 98 per
cent of the total number of shares of PNCC;
(iii) approximately US$84.4 million of new
capital was invested in the form of new US
dollar denominated second-lien secured
notes due July 2023 with no cash interest for
the first three years, subject to certain condi-
tions; and (iv) obligations to employees, cus-
tomers and suppliers were not affected.
e Company's total debt was reduced by
approximately $307 million and its annual
cash interest expense was reduced by approxi-
mately $50 million.
On announcement of the recapitalization
transaction, the Company had the support of
holders of approximately 82 per cent of the
outstanding First Lien Notes, approximately
80 per cent of the outstanding Second Lien
Notes and approximately 75 per cent of the
outstanding shares pursuant to support
agreements entered into with the Company.
At meetings held on the Plan on Septem-
ber 7, 2016, 100 per cent of the votes cast by
the holders of First Lien Notes, 100 per cent
of the votes cast by the holders of Second Lien
Notes, and approximately 99.9 per cent of the
votes cast by the shareholders were voted in
favour of the Plan.
e Plan was approved by the Ontario Su-
perior Court of Justice (Commercial List) on
September 12, 2016.
PNCC is the holding company that owns
PNI, a Canadian newsmedia company repre-
senting more than 200 brands across mul-
tiple print, online and mobile platforms.
e company is headquartered in To-
ronto and employs journalists and product
development teams who bring engaging con-
tent to millions of people every week.
Goodmans LLP represented Postmedia
with a team that included Robert Chadwick,
Caroline Descours, Ryan Baulke and Char-
lie Pettypiece (restructuring), Celia Rhea,
Michael Bertrand and Dan Dedic (bank-
ing), Dale Lastman, Mark Spiro, Michael
Partridge, Geoff Cowper-Smith and Mat-
thew Segal (corporate), Carrie Smit (tax) and
Joe Conforti (employment). Paul, Weiss,
Riind, Wharton & Garrison LLP repre-
sented Postmedia in the US with a team
that included Christopher Cummings and
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