18 LEXPERT MAGAZINE
|
JANUARY/FEBRUARY 2018
BIG DEALS
Chao, David Tardif, Aniko Pelland, Marc-
William Carrothers, Valérie Trudeau and
Charles Ouimet (M&A), Jeffrey Brown
and Michael Laskey (competition), Franco
Gadoury and Adam Drori (tax), and How-
ard Rosenoff and Léa Bénitah-Bouchard
(financing) of Stikeman Elliott LLP; in the
United States by Ted Lacey, Kimberly Petil-
lo-Décossard, Ross Sturman, Joseph Rosati,
Elai Katz, Glenn Jr. Waldrip, Mark Gelman
of Cahill Gordon & Reindel LLP; in Eu-
rope by Alec Burnside, Marjolein De Backer,
Nicola Mariani of Dechert LLP; and in
China by Natalie Yeung and Paddy Law of
Slaughter and May.
Oaktree was represented by Patricia Olas-
ker, Steven Harris and Geoff Rawle (M&A)
of Davies Ward Phillips & Vineberg LLP.
Norton Rose Fulbright advised Bank of
America, the lenders to Rayonier with a team
that included Michele Friel, Peter Wiazows-
ki and Amanda Plastina.
Oil & Gas Oil & Gas
SPM AND TORXEN ENERGY
PURCHASE THE PALLISER
BLOCK ASSETS FROM
CENOVUS ENERGY INC.
CLOSING DATE: DECEMBER 7, 2017
On October 18, 2017, Schlumberger Produc-
tion Management (SPM), along with Torxen
Energy, entered into a definitive agreement
for the purchase of the Palliser Block assets
located in Alberta from Cenovus Energy
Inc., an integrated Canadian oil company,
for cash consideration of $1.3 billion. e
deal closed on December 7, 2017.
Under the agreement, SPM is the major-
ity non-operating owner, with the rights to
exclusive service provision and Torxen is the
operator. e oil-focused development strat-
egy includes a multi-year drilling program of
more than 1,600 oil wells starting in 2018.
Schlumberger Limited's in-house legal
team was led by Jean-Francois Bauer, and
included David Gooch and Maria Augusta
Cueva Casanova. Bennett Jones LLP was
external counsel to SPM, with a team led
by Don Greenfield and that included Susan
Seller, Greg Johnson, Adam Kalbfleisch,
Vivek Warrier, Jana Prete, Christine Plante,
Jeremy Russell, Kyla Stott-Jess, Kevin Myson,
Kyle Donnelly, Megan Bertram, Tim Myers
and Dana Kiefer.
Torxen Energy was represented by a team
led by Bradley McFadden and included Jen-
nifer Marshall (securities and corporate fi-
nance) and Brittney Tetz (banking) of Field
Law; and by Paul Negenman and Randy
Madsen of Lawson Lundell LLP (oil & gas).
Cenovus Energy Inc.'s in-house legal team
was led by Tamar Epstein and Geoff Paskus-
ki. Blake, Cassels & Graydon LLP was
external counsel to Cenovus Energy, with a
team led by Ben Rogers and Chris Harris and
that included Julie Soloway, Kate McNeece,
Evan Herbert and Anna McKilligan.
TRICON CAPITAL GROUP
ACQUIRES SILVER BAY REALTY
CLOSING DATE: MAY 9, 2017
Tricon Capital Group Inc. (Tricon or the
Company, TSX: TCN), a principal investor
and asset manager focused on the residential
real estate industry, completed its acquisition
of Silver Bay Realty Trust Corp. (Silver Bay).
e transaction values Silver Bay at an enter-
prise value of approximately US$1.4 billion,
consisting of an equity purchase price of ap-
proximately $820 million ($21.50 per share)
and approximately $600 million of existing
debt (net of cash on hand), which was con-
currently refinanced.
e transaction was structured as a merger
of a subsidiary of Tricon American Homes
(TAH) and Silver Bay. e transaction was
financed with the net proceeds of previ-
ously completed bought deal public offer-
ings of 20,326,250 subscription receipts and
$172.5-million aggregate principal amount
of 5.75-per-cent extendible convertible unse-
cured subordinated debentures.
e Company's existing corporate revolv-
ing credit facility from the Royal Bank of
Canada (RBC) and a syndicate of lenders
was increased from $235 million to $365
million and the Company drew approxi-
mately $70 million on the facility to finance
a portion of the acquisition price. e bal-
ance of the acquisition purchase price and
amounts required to refinance Silver Bay's
existing debt and pay transaction costs were
drawn on a new TAH warehouse credit
facility from Deutsche Bank AG and its af-
filiates in an aggregate amount of approxi-
mately $1.2 billion.
Tricon is a principal investor and asset
manager focused on the residential real estate
industry in North America with approxi-
mately $4 billion of assets under manage-
ment. Tricon owns, or manages on behalf
of third-party investors, a portfolio of in-
vestments in land and homebuilding assets,
single-family rental homes, manufactured
housing communities and multi-family de-
velopment projects.
Silver Bay focuses on the acquisition, reno-
vation, leasing and management of single-
family properties for rental income and long-
term capital appreciation.
David Veneziano, Vice President and Gen-
eral Counsel led the transaction with assis-
tance from Goodmans LLP in Canada with
a team that included John Connon, Vanessa
Hui, Matthew Prager (corporate/M&A),
Mark Surchin and eresa Kennedy (fi-
nance) and Jon Northup and Kabir Jamal
(tax); Paul, Weiss, Riind, Wharton &
Garrison LLP in the United States with a
team that included Matthew Abbott, Na-
than Sawyer, Jacob Klugman, Ian Hazlett
and Matthew Budd (corporate) and Dale
Sarro and omas Holber (finance); and
Goulston & Storrs PC in the United States
with a team that included Bjorn Andersen,
Ashley Brown, Timothy Carter, Martha
Nahill Frahm, Barry Green, Douglas Rosner
and Daniel Valenti.
Orrick, Herrington & Sutcliffe LLP
represented Silver Bay with a team that was
led by Karen Dempsey and Richard Vernon
Smith (M&A/private equity) and included
Dolph Hellman, Hari Raman (M&A/pri-
vate equity), Gradt Bolding (tax), Jason Fla-
herty (compensation & benefits), David Lin
(banking & finance), Lynne Hirata (capital
markets), Stephanie Richards and Conner
Pine (corporate).
Blake, Cassels & Graydon LLP acted
as counsel to the underwriters with a team
that included Will Fung, Eric Moncik, Jill
Davis and Madison Kragten (securities) and
Paul Stepak and Josh Jones (tax). Greenberg
Traurig, LLP acted as United States coun-
sel to the underwriters with a team that in-
cluded Neil Oberfeld and Katie O'Brien (real
estate) and Barbara Jones (securities).
RBC, as Administrative Agent for the
lenders under the revolving credit facility,
was assisted by McMillan LLP in Canada
with a team that included Paul Avis, Kathy
Martin and Maria Sagan (finance), Caroline
