16 LEXPERT MAGAZINE
|
JANUARY/FEBRUARY 2018
BIG DEALS
DEALS ANALYSIS
16
16
Total Deals Published
2
Corporate Finance
21
15
Mergers & Acquisitions
21
13
Cross-border Transactions
21
BIG DEALS
TRANSACTION VITALS
ANNOUNCED: 7/17/2017
CLOSED: 11/1/2017
TECHNIQUE: LEVERAGED BUYOUT
ATTITUDE: FRIENDLY
ACQUIRER TYPE: US ACQUIRER
SOUGHT: 100%
GEOFFREY BELSHER
BLAKE, CASSELS & GRAYDON LLP
(FOR THE WASHINGTON COS.
IN CANADA)
SEAN VANDERPOL
STIKEMAN ELLIOTT LLP
(FOR DOMINION DIAMOND
CORP . IN CANADA)
On November 1, 2017, e Washington Cos. (Washington), a group
of privately held North American mining, industrial and transporta-
tion businesses founded by industrialist and entrepreneur Dennis R.
Washington, completed its acquisition of Dominion Diamond Corp.
(Dominion) for approximately $1.5 billion.
Dominion is a Canadian mining company and one of the world's
largest producers and suppliers of premium rough diamond assort-
ments to the global market. It holds an interest in two diamond mines
in the Northwest Territories, which make a substantial contribution
to the economy in the area.
e transaction commenced as a public announcement by Wash-
ington of an offer made to the Dominion board to acquire Domin-
ion. Dominion subsequently ran a strategic review process and ulti-
mately agreed to a transaction with Washington. e acquisition was
structured as a leveraged buyout partially funded by the issuance of
senior secured notes by the acquisition vehicle and included the estab-
lishment of a new senior secured credit facility. is is reported to be
the first-ever leveraged buyout of a large, operating mining company.
Dominion was represented by its General Counsel, Malinda Kel-
lett and Stikeman Elliott LLP with a team that included Sean Van-
derpol, Mike Devereux, John Lee, Rishi Dhir and Spencer Burger
(M&A), Michael Kilby and Ashley Piotrowski (regulatory), Peter
Hamilton and Meaghan Obee Tower (banking), Eliot Kolers, Sa-
maneh Hosseini and Genna Wood (litigation), Dean Kraus and
Lindsay Gwyer (tax).
Dominion's board was represented by Paul, Weiss, Riind,
Wharton & Garrison LLP. e Paul, Weiss team included corpo-
rate partners Adam Givertz and Dale Sarro and associates Aaron
Abramson, Harrison Cruikshank, Ian Hazlett, omas Holber
and Christian Kurtz; tax partner Scott Sontag and associate Zach-
ary King; litigation partner Andrew Gordon and associates Jonathan
Gordon, Harlan Rosenson and Ryan Streit.
Washington was represented by Blake, Cassels & Graydon LLP
with a team of lawyers from multiple offices including Geoffrey Belsh-
er, Susan Tomaine, Alex MacMillan, Vladimir Cvijetinovic and Rich
Turner (M&A), Samantha Rossman and Aletha Utley (banking),
Julie Soloway, Joshua Krane and Peter Flynn (Investment Canada),
Jeffrey Trossman, Josh Jones and Shavone Bazarkewich (tax), Tim
Andison (debt capital markets), Roy Millen and Sam Adkins (Ab-
original), Tony Crossman and Nardia Chernawsky (environmental),
Michael Howcro (employment), Jeremy Forgie and Adam Ngan
(pensions), Seumas Woods and Ryan Morris (litigation) and Kyle
Misewich, Lauren Akin, Michael Stewart, Riley Graydon and Luke
Hills (corporate).
Washington was also represented by Skadden, Arps, Slate,
Meagher & Flom LLP, with a team that included Stephen Arcano
(M&A), David Reamer, Mark Ramsey and Orley Granot (banking),
Michael Zeidel, Adam Waitman and Deni Li (corporate finance),
and Sally urston and Sherry Xie (tax).
e lenders in the acquisition debt financing were represented by
Cahill Gordon & Reindel LLP with a team that included Adam
Dworkin, Sean Davis, Kristopher Villarreal, Enia Gyan and Rashid
Ahamed for the senior secured credit facility, and Josiah Slotnick,
Elizabeth Yahl, Jennifer Chau, Kelly Mink and Kristina Bergess for
the senior secured notes, and Osler, Hoskin & Harcourt LLP with
a team that included Joyce Bernasek and Jeremy Burgess (banking),
Alan Hutchison and Patrick Sullivan (corporate), Michelle Lally
(competition), Jennifer Fairfax and Patrick Welsh (environmental)
and Greg Wylie (tax).
COMPILED BY GENA SMITH
THE WASHINGTON COS. COMPLETES ACQUISITION
OF DOMINION DIAMOND CORP. FOR $1.5B
