LEXPERT MAGAZINE
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MARCH 2017 21
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CORPORATE TRANSACTIONS OF IMPORTANCE
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by James Canafax, Senior Vice President,
General Counsel and Chief Compliance
Officer, as well as Ander Krupa, Assistant
General Counsel, Governance and Secur-
ities, and by Stikeman Elliott LLP with
a team including John Leopold, Warren
Silversmith, Jeremy Sculnick and Danial
Zeppetelli (M&A), Natasha vandenHoven,
Nancy Ramalho and Aiden Talai (employ-
ment, labour & pension), Jeffrey Brown and
Ashley Piotrowski (regulatory), Larry Cobb
(environment), Frank Mathieu and Philippe
Kattan (tax), Mario Paura and Scott Brasil
(real estate), Adam Drori and Jean-Guil-
laume Shooner (import/export), Doug Har-
rison (litigation) and Jonathan Auerbach
(intellectual property).
General Electric Canada was represented
in-house by Brian Henry, Executive Counsel,
M&A and Kathryn Bogdanowicz, General
Counsel, as well as by Sidley Austin LLP
with a team including Christopher Barbuto
and Arnie Fridhandler (M&A) and also by
Gowling WLG (Canada) LLP with a team
including Ian Palm, Ahab Abdelaziz, Syll
Kushner, Ian Macdonald, Paul Carenza,
Mark Madras, Bettina Burgess, Daniel Hay-
hurst, John Illingworth, Laura Van Soelen,
David Woodfield, Manuel Martins, Mat-
thew Literovich and Cindy Kou.
SOTAWALL BUSINESS
ACQUIRED BY APOGEE
ENTERPRISES FOR US$135M
CLOSING DATE: DECEMBER 14, 2016
On December 14, 2016, Sotawall Inc. ("So-
tawall") completed the sale of substantially
all of its assets to a wholly owned subsidiary
of Apogee Enterprises, Inc. ("Apogee"), a
leader in technologies involving the design
and development of value-added glass prod-
ucts and services, for approximately US$135
million. Sotawall Inc. is a leading designer
and fabricator of high-performance, unitized
curtainwall systems for commercial con-
struction projects in North America.
Sotawall was represented by Stewart
Sutcliffe, Aaron Vieira, Katarina Zoricic
and Laura von Heynitz (M&A), Kathleen
Chevalier (employment), Aiden Talai (bene-
fits), Larry Cobb (environmental), John
Lorito, Dominic Bédard-Lapointe, Nicho-
las Grenier (tax), Craig Mitchell (banking),
Brady McLeod (real estate), Jonathan Auer-
bach (IP) and Michael Kilby (regulatory) of
Stikeman Elliott LLP.
Apogee was represented by Luke Wool-
ford, Michael Alvaro (M&A), Andrew Re-
back, Brittany Finn (tax), Kristin Taylor,
Caitlin Russell (employment), Natasha Ji-
meno (real estate), Chandimal Nicholas (IP)
and Raivo Uukkivi (regulatory) of Cassels
Brock & Blackwell 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
ELEMENT FINANCIAL
SPLITS INTO ELEMENT
FLEET MANAGEMENT
AND ECN CAPITAL
CLOSING DATE: OCTOBER 3, 2016
On October 3, 2016, Element Financial Cor-
poration completed a butterfly reorganiza-
tion by way of plan of arrangement pursuant
to which the business was split into two sep-
arate companies: Element Fleet Management
Corp. and ECN Capital Corp.
Element Fleet (TSX: EFN) is an $18-bil-
lion company operating in the fleet vehicle
management market, led by Chief Execu-
tive Officer Bradley Nullmeyer (Element
Financial's former President). ECN Capital
Corp. (TSX: ECN), led by Steve Hudson
(Element's former CEO), now operates the
$8.2-billion commercial and vendor finance,
aviation finance and rail finance business
previously conducted by Element Financial.
e separation transaction received approval
from 99.5 per cent of Element's sharehold-
ers at a special shareholders' meeting held
on September 20, 2016. As part of the sep-
aration of the two businesses, Element Fleet
amended and restated its US$3.5-billion
credit facility and ECN Capital established a
new US$2.5-billion credit facility.
e spin-out was overseen by Element Fi-
nancial's General Counsel, Jim Nikopoulos,
with advice provided by a team from Blake,
Cassels & Graydon LLP including David
Toswell, Jeff Trossman, Shlomi Feiner, Paul
Stepak, Paul Singh, Mike Hickey, Peter Lee,
Jacob Gofman, Saktish Pillai, Josh Whitford,
David Colman, Eric Richmond, Jeremy Oz-
ier and Sabrina Radia-Bramwell. Cravath,
Swaine & Moore LLP provided US advice
with a team led by Erik Tavzel and Len Teti.
e new banking arrangements were over-
seen by Element's Treasurer, Karen Martin,
with advice from a Blakes team comprising
Peter MacGowan, Jennifer Hancock and
Leila Yacoubi, with the lenders advised by
a team from Dentons Canada LLP led by
Dennis Wiebe.
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials
Media & Entertainment Recreation & Leisure
TERVITA CORP. COMPLETES
$3.6B RECAPITALIZATION
TRANSACTION
CLOSING DATE: DECEMBER 14, 2016
On December 14, 2016, Tervita Corpora-
tion ("Tervita"), a leading environmental
solutions provider, implemented its court-ap-
proved plan of arrangement under the Can-
ada Business Corporations Act (the "Plan").
e Plan implemented a recapitalization
transaction that resulted in a reduction of
Tervita's total debt from approximately $3.6
billion to approximately $475 million. e
recapitalization transaction successfully de-
creased Tervita's long-term debt, which will
provide the company with greater flexibility
and the working capital necessary to pursue
new opportunities for growth.
e recapitalization transaction was im-
plemented pursuant to a Support Agreement
between Tervita and an ad hoc group of un-
secured noteholders (the "Plan Sponsors").
e Plan involved, among other things, (i)
the payment in full in cash of approximately
$850 million in secured claims, (ii) the ex-
change of approximately $200 million in
secured claims held by the Plan Sponsors
for 48 per cent of the total equity value of
recapitalized Tervita, (iii) the exchange of
approximately $650 million in unsecured
note claims for 2.5 per cent of the total
equity value of recapitalized Tervita, (iv) the
exchange of approximately $325 million in
subordinated note claims for $25 million in
cash, (v) a rights offering of up to $410 mil-
lion in consideration for 48 per cent of the
total equity value of recapitalized Tervita,
which was fully backstopped by the Plan
Sponsors, (vi) the cancellation of all existing
equity in exchange for 20 per cent of the net
proceeds of a certain litigation, (vii) an of-
fering of 7.625 per cent senior secured notes
due 2021 in the aggregate principal amount
of US$360 million and (viii) the negotiation
of a $200-million credit facility with a syn-
dicate of lenders led by e Toronto-Domin-
ion Bank as administrative agent. e senior
