26 LEXPERT MAGAZINE
|
NOVEMBER/DECEMBER 2017
BIG DEALS
was composed of Eric Levy, Antonella Penta,
Jeremy Brisset, Caitlin Wetherly (corporate)
and Manon ivierge (tax).
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
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Consumer Staples
HYDRO ONE ANNOUNCES
US$5.3B ACQUISITION AND
COMPLETES $1.54B FINANCING
CLOSING DATE: AUGUST 9, 2017
On July 19, 2017, Hydro One Limited
(Hydro One) announced that it had entered
into an agreement and plan of merger pur-
suant to which it has agreed to indirectly
acquire Avista Corporation (Avista), a pure-
play regulated electric and gas utilities hold-
ing company, for an aggregate purchase price
of approximately US$5.3 billion including
the assumption of approximately US$1.9 bil-
lion of debt. (Closing is expected to occur in
the second half of 2018. e combined com-
pany will have over $32.2 billion of assets
while transmitting and distributing electric-
ity and gas power safely and reliably to more
than two million customers.)
On July 19, 2017, Hydro One subsequent-
ly announced that its direct wholly owned
subsidiary, 2587264 Ontario Inc., had
agreed to sell to a syndicate of underwriters
$1.4-billion aggregate principal amount of
4.00-per-cent convertible unsecured subor-
dinated debentures of Hydro One (the De-
bentures) represented by instalment receipts
on a "bought deal" basis.
In connection with the offering, the un-
derwriters were granted an over-allotment
option to purchase up to an additional $140
million aggregate principal amount of De-
bentures represented by instalment receipts
at the offering price, within 30 days from the
date of the closing of the offering solely to
cover over-allotments, if any, and for market
stabilization purposes.
e net proceeds of the offering are to be
used to finance, directly or indirectly, Hydro
One's acquisition of Avista and other acquisi-
tion-related expenses.
e offering — including the exercise in
full of the over-allotment option — closed
on August 9, 2017.
e syndicate of underwriters was co-led
by RBC Dominion Securities Inc., CIBC
World Markets Inc. and BMO Nesbitt Burns
Inc. and included National Bank Financial
Inc., Scotia Capital Inc., TD Securities Inc.,
Barclays Capital Canada Inc., Credit Suisse
Securities (Canada), Inc., Canaccord Genu-
ity Corp., Desjardins Securities Inc., Lauren-
tian Bank Securities Inc., Raymond James
Ltd., Industrial Alliance Securities Inc. and
Wells Fargo Securities Canada, Ltd.
Hydro One was represented by an internal
team led by Jamie Scarlett (Executive Vice
President and Chief Legal Officer) and Cas-
sidy McFarlane (Assistant General Counsel)
and by Steven Smith, Michael Innes, Rosa-
lind Hunter, James Brown, Jay Greenspoon,
Lauren Lefcoe, Blake Binions and Arielle
Kaplan (corporate) and Firoz Ahmed, Drew
Morier and David Davachi (tax) of Osler,
Hoskin & Harcourt LLP.
e underwriters were advised by Brendan
.ca
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