26 LEXPERT MAGAZINE
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OCTOBER 2017
BIG DEALS
Provencher and Vicky Drouin.
CDPQ was represented in-house by Sophie Lussier, Vice-President,
Legal Affairs, Investments and FSTQ was represented in-house by
Sébastien Ghantous, Senior Legal Counsel. CDPQ and FSTQ were
assisted by a team from McCarthy Tétrault LLP that included Pat-
rick Boucher and Michèle Lefaivre (corporate/securities) and Chris-
tian Meighen and Marie-Soleil Landry (tax).
Canam's special committee was represented by a team from Nor-
ton Rose Fulbright Canada LLP that included Paul Raymond,
Steve Malas and Renée Loiselle.
Utilities Financials Health Research
Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
SFG PARENT, INC.
COMPLETES REORGANIZATION
CLOSING DATE: FEBRUARY 28, 2017
Specialty Foods Group Income Fund, an Ontario income trust, went
public in 2003 at $10 per unit. e establishment of the income fund
resulted in a complex cross-border capital structure of the Specialty
Food Group of companies that was adopted for tax and other reasons.
e capital structure of these companies became even more complex
in 2006 when the balance sheets and ownership of certain companies
in the group had to be restructured in order to address financial dif-
ficulties. at restructuring failed to produce a viable ongoing income
fund such that, when the units were ultimately cease-traded in 2009,
they were trading at a price of approximately a half cent per unit.
In January 2017 a Plan of Arrangement was proposed to restruc-
ture and simplify the very complex ownership structure of the income
fund and the entities in which it had a direct or indirect ownership in-
terest. at plan was approved by the court in March. As a result, unit
holders received an immediate cash distribution of approximately
$0.89 per unit and are expected to receive future distributions.
e Plan of Arrangement was effected under the Business Corpora-
tions Act (Ontario) in combination with the Trustee Act (Ontario) on
February 28, 2017. Court orders were obtained and reorganizations
were effected in Canada and the US with the result that, among other
things, agreed economic entitlements were effected, distributions of
funds were approved, Canadian and US tax issues were addressed, a
number of claims (including for interest arrears and for reimburse-
ment of inter corporate amounts) were compromised, releases were
exchanged and the right of holders of securities to exchange those se-
curities was terminated. Justice Wilton-Siegel when approving the fi-
nal court order described the Plan of Arrangement as one of the most
complicated that he had ever seen.
Fasken Martineau DuMoulin LLP acted as special counsel to
the applicants and as counsel to the Specialty Foods operating entities
and was primarily responsible for the Canadian aspects of the restruc-
turing, with a team led by Jon Levin and including Jessica Catton
Rinaldi, Will Shaw and David Steinhauer (corporate) and Aubrey
Kauffman and Murray Braithwaite (litigation) and Bill Bies (tax). e
Specialty Foods operating entities were represented by McDermott
Will & Emery LLP in the US with a team led by Scott Williams
and including Ann Marie Brodarick, Elissa Port and Bernardo Vaz
(corporate) as well as Dan Zucker (tax).
Cassels Brock & Blackwell LLP acted as counsel in Canada to
one of the large US stakeholders, with a team consisting of Jane Di-
etrich and Robert Cohen (litigation) and Jeffrey Roy (corporate). e
same stakeholder was advised in the US by Neal, Gerber & Eisen-
berg LLP with a team led by Michael Gray and including Cristina
DeMento and Chloe Milstein (corporate).
Berl Nadler (corporate) from Davies Ward Phillips & Vineberg
LLP acted as counsel to one of the large Canadian stakeholders.
Tim Heeney (corporate) from Goodmans LLP acted as special
counsel to the sole director of the corporate trustee of Specialty Foods
Group Income Fund.
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
PATTERN ENERGY GROUP INC.
AND THE PUBLIC SECTOR PENSION
INVESTMENT BOARD'S STRATEGIC INITIATIVES
CLOSING DATE: JUNE 21, 2017
On June 19, 2017, Pattern Energy Group Inc. (PEGI), Pattern Energy
Group LP (Pattern Development 1.0), Pattern Energy Group 2 LP
(Pattern Development 2.0) and together with Pattern Development
1.0 (Pattern Development), Riverstone Holdings LLC and the Public
Sector Pension Investment Board (PSP Investments) announced a se-
ries of strategic initiatives, including the following:
•
e closing, on June 21, 2017, of the acquisition by PSP Investments
from Pattern Development 1.0 of a 9.9-per-cent-interest in PEGI,
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