LEXPERT MAGAZINE
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APRIL/MAY 2016 27
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CORPORATE TRANSACTIONS OF IMPORTANCE
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Benz Financial Services Canada Corpora-
tion ("MBFSC"), completed an offering of
$507,000,000 of asset-backed notes collat-
eralized by a pool of over 15,000 Canadian
retail auto lease contracts and the related new
and used vehicles. MBFSC, the Canadian
financial services provider for the Daimler
group, will service the 2016-A portfolio.
MBARC financed the securitization
transaction by completing a private place-
ment in Canada, together with a concurrent
Rule 144A offering in the United States, of
three classes of Series 2016-A Asset-Backed
Notes. RBC Dominion Securities Inc.,
CIBC World Markets Inc., Scotia Capital
Inc. and TD Securities Inc. and their respec-
tive US registered broker dealer affiliates
acted as agents in respect of the private place-
ments of the Notes.
MBARC and MBFSC were represented
by Blake, Cassels & Graydon LLP with a
team that included Mark Selick, Michael
Burke and Christine Creighton (struc-
tured finance); Markus Viirland and Alex
MacMillan (securities); and Sabrina Wong
(tax). Sidley Austin LLP was US counsel to
MBARC and MBFSC with a team that in-
cluded Dale Lum, Siegfried Knopf and Daria
Boxer (structured finance).
e agents were represented in Canada
by Stikeman Elliott LLP with a team that
included Mark McElheran and John Lee
(structured finance) and in the United States
by Mayer Brown LLP with a team that in-
cluded Julie Gillespie and Jessie Dougher
(banking and finance).
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GAZ MÉTRO COMPLETES
PRIVATE PLACEMENT
OF $125M SERIES T BONDS
CLOSING DATE: OCTOBER 6, 2016
On October 6, 2016, Gaz Métro inc.
("GMi") announced that it has completed a
private placement of $125 million of Series T
First Mortgage Bonds ("the Series T Bonds").
e Series T Bonds are secured by a guaran-
tee as to payment of principal and interest by
Gaz Métro Ltd. Partnership ("Gaz Métro"),
together with collateral security backed by
the assets of GMi and Gaz Métro.
e Series T Bonds, bearing interest at the
rate of 3.28 per cent per annum, will mature
on October 9, 2046.
e proceeds of the private placement
were loaned by GMi to Gaz Métro on sub-
stantially similar terms as to interest rate and
maturity, and are intended to be used by Gaz
Métro to repay existing indebtedness and for
general corporate purposes.
e Series T Bonds were offered on an
agency basis through a syndicate of dealers
led by BMO Nesbitt Burns Inc. and TD
Securities Inc., as joint bookrunners and co-
lead private placement agents, together with
Desjardins Securities Inc., National Bank
Financial Inc., CIBC World Markets Inc.,
RBC Dominion Securities Inc., Scotia Capi-
tal Inc., Laurentian Bank Securities Inc. and
Casgrain & Company Ltd.
GMi and Gaz Métro were represented
by Anne-Marie Gauthier, its Senior Legal
Counsel, Finance and Corporate Affairs,
assisted by a team from Davies Ward Phil-
lips & Vineberg LLP comprising Franziska
Ruf, Alain Roberge, Christine Lenis and
Claudia Michaud.
Norton Rose Fulbright Canada LLP
acted as Canadian counsel to the syndicate
of dealers led by BMO Nesbitt Burns Inc.
and TD Securities Inc. Norton Rose Ful-
bright's team included David Lemieux, Peter
Wiazowski, Andrei Molchynsky and Pierre-
Olivier Tremblay.
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
RITCHIE BROS. AUCTIONEERS
COMPLETES NEW CREDIT
FACILITIES TOTALING US$1B
CLOSING DATE: OCTOBER 27, 2016
On October 27, 2016, Ritchie Bros. Auction-
eers Inc. ("Ritchie Bros.") closed a new five-
year credit agreement totaling US$1 billion
with a syndicate of lenders. e syndicate
included 14 banks.
Ritchie Bros. Auctioneers is the world's
largest industrial auctioneer and leading
equipment distributor. e company, which
offers public auctions of heavy equipment for
construction, transportation, agricultural
and other industries, is headquartered in
Burnaby, BC.
e agreement comprised a US$675-mil-
lion revolving credit facility to support op-
erating cash flow needs and higher business
volume, and a US$325-million delayed-draw
term loan to fund a portion of the previously
announced acquisition of IronPlanet Inc.
Merrill Lynch, Pierce, Fenner & Smith Inc.
and RBC Capital Markets served as Joint
Lead Arrangers and Joint Bookrunners.
Bank of America, N.A. served as Adminis-
trative Agent and the Royal Bank of Canada
as Syndication Agent.
Ritchie Bros. was represented by Ranj
Sangra and Ryan Welsh of its Vancouver-
based internal legal group.
Skadden, Arps, Slate, Meagher & Flom
LLP acted as lead counsel to Ritchie Bros.
with a team that included Kristine Dunn,
Nicholas Dumas and Harikrishna Mehta.
Lawson Lundell LLP acted as Canadian
counsel to Ritchie Bros. and was represented
by Mandeep Dhaliwal, Jyotika Reddy and
Allison Reed.
Moore & Van Allen LLP acted as lead
counsel for the lending syndicate with a team
that included Matt Plyler, Andrew Price and
Matt Van Hoy.
Borden Ladner Gervais LLP acted as
Canadian counsel for the lending syndicate
with a team that included Shane Pearlman
and Evita Ferreira.
CLARIFICATIONS
In the March 2017 "Big Deals" section (p.
21), the description of Tervita Corp.'s recapit-
alization omitted mention of Goodmans and
Stikeman Elliott. eir respective legal teams
are set out below.
Goodmans LLP represented the Ad Hoc
Committee of Term Loan Lenders and Se-
cured Noteholders with a team that included
Robert Chadwick, Brendan O'Neill and
Chris Armstrong (restructuring) and David
Conklin (litigation).
Stikeman Elliott LLP acted as counsel
for the Board of Directors of Tervita Corp.
with a team that included Simon Romano,
John Lorito and Lindsay Gwyer.
In the March 2017 "Big Deals" section (p.
23), the description of Orla Mining's com-
bination with Pershimco omitted mention of
Bennett Jones. Its legal team is listed below.
Bennett Jones LLP represented the agents
of Orla Mining Ltd., led by GMP Securities
L.P. in connection with Orla's $50 million
brokered private placement of subscription
receipts. e Bennett Jones team comprised
Norman Findlay, Aaron Sonshine, Christo-
pher Doucet and William Edwards.
