24 LEXPERT MAGAZINE
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JANUARY/FEBRUARY 2018
BIG DEALS
e principal asset of JDS Silver is the high-
grade silver-zinc-lead Silvertip mine located
in northern British Columbia.
Coeur paid an initial consideration of
US$200 million, consisting of US$146.5
million of cash, US$38.5 million of Coeur
shares and assumed debt of US$15 million.
Additional contingent payments of up to
US$50 million are payable by Coeur upon
achievement of specific permitting and ex-
ploration milestones at the Silvertip mine.
Coeur was represented by Casey Nault,
Senior Vice President, General Counsel and
Corporate Secretary, Robyn Koyner, Vice
President, Assistant General Counsel and
Assistant Secretary and Brian Slade, As-
sociate Counsel. Goodmans LLP acted as
Canadian counsel for Coeur with a team
consisting of Kari MacKay, Dave Rosenblat
and Matt Rossetti (corporate/M&A), Alan
Bowman and Michael Royal (tax), Lisa Man-
tello (banking) and Richard Annan (compe-
tition). Lawson Lundell LLP acted as Brit-
ish Columbia counsel to Coeur with a team
consisting of Karen MacMillan and Patrick
omson (corporate/M&A/mining), Chris-
tine Kowbel and Keith Bergner (Aboriginal/
environmental) and Rob Sider and Ritu Ma-
hil (employment). Gibson Dunn & Crutch-
er LLP acted as US counsel to Coeur with
a team consisting of Steve Shoemate, Jona-
than Corsico and Eric Scarazzo (corporate/
M&A) and Romina Weiss (tax).
JDS Silver was represented by Brent Gil-
christ, President, Richard Godfrey, Chief Fi-
nancial Officer, and Andrew Malashewsky,
Vice President, Corporate Finance. Blake,
Cassels & Graydon LLP acted as Canadian
counsel to JDS Silver with a team consist-
ing of Trisha Robertson, Troy Lehman and
Trevor Simpson (corporate/M&A), Soraya
Jamal (tax), Samantha Rossman and Ale-
tha Utley (financial services) and Jason Gu-
dofsky (competition).
Denham Capital, a leading resources
and energy-focused global private equity
firm and the majority shareholder of JDS
Silver, was represented by Anthony Fiore,
Associate General Counsel. Bennett Jones
LLP acted as Canadian counsel to Den-
ham Capital with a team consisting of John
Mercury, James McClary, Drew Broughton,
John Lawless and Alexander Baker (corpo-
rate), Sander Grieve (mining), Darcy Moch
(tax), Karen Dawson and Noriko Shimura
(financial services) and Beth Riley (compe-
tition). Latham & Watkins LLP acted as
US counsel to Denham Capital with a team
consisting of Cheryl Coe (tax) and Peter
Todaro (antitrust).
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Consumer Staples
CRIUS ENERGY TRUST
COMPLETES ACQUISITION
OF U.S. GAS & ELECTRIC, INC.
AND SUBSCRIPTION
RECEIPT OFFERING
CLOSING DATE: JULY 5, 2017
On July 5, 2017, Crius Energy Trust (Crius
or the Trust; TSX:KWH.UN) announced
the completion of the acquisition of U.S. Gas
& Electric, Inc., a leading US energy retailer
with natural gas and/or electricity customers
in 11 States and D.C. (the Acquisition), for
total consideration of US$152.5 million plus
US$20 million in working capital, for a total
purchase price of around US$172.5 million.
As a result of the Acquisition, Crius has
added a diverse portfolio of electricity and
natural gas customers, totaling approximate-
ly 375,000 residential customer equivalents
(RCEs) in Connecticut, Illinois, Indiana,
Kentucky, Maryland, Massachusetts, Michi-
gan, New Jersey, New York, Ohio, Pennsyl-
vania and the District of Columbia.
Crius now serves nearly 1.4 million
RCEs, and is consequently positioned
among the 10 largest independent energy
retailers in North America.
On May 30, 2017, concurrently with the
announcement of the Acquisition, Crius en-
tered into an agreement with a syndicate of
underwriters co-led by Desjardins Capital
Markets, RBC Capital Markets and Nation-
al Bank Financial Inc., and including Canac-
cord Genuity Corp., Scotia Capital Inc.,
CIBC World Markets Inc., Cormack Secu-
rities Inc. and Raymond James Ltd. (collec-
tively, the Underwriters), pursuant to which
the Underwriters agreed to purchase from
Crius, on a "bought deal" basis, and sell to
the public 11,224,500 subscription receipts
of the Trust (Subscription Receipts) at a price
of $9.80 per Subscription Receipt (the Of-
fering Price) for total gross proceeds of $110
million (the Offering). Additionally, the
Trust granted the Underwriters an option
(the Over-Allotment Option) to purchase
up to an additional 1,683,675 Subscription
Receipts (the Additional Subscription Re-
ceipts) at the Offering Price per Additional
Subscription Receipt, exercisable in whole or
in part, at any time up to 30 days following
the closing of the Offering.
On June 20, 2017, the Trust announced
the closing of the base offering of 11,224,500
Subscription Receipts at the Offering Price
for aggregate gross proceeds of approximate-
ly $110 million.
On June 27, 2017, the Trust announced
the closing in full of the Over-Allotment Op-
tion, pursuant to which 1,683,675 Addition-
al Subscription Receipts were issued at the
Offering Price for additional aggregate gross
proceeds of approximately $16.5 million.
In connection with the closing of the Ac-
quisition, the Subscription Receipts issued,
including the Additional Subscription Re-
ceipts, converted on a one-for-one basis, into
12,908,175 units of the Trust following the
satisfaction of the escrow release conditions
relating to the closing of the Acquisition.
Bennett Jones LLP acted as Canadian
counsel for Crius with a team that included
Christian Gauthier, Andrew Disipio and
Claire Lehan (corporate/securities), and
omas Bauer and Andrew Sullivan (tax).
Baker Botts, LLP acted as US counsel
for Crius with a team that included Elaine
Walsh, Don Lonczak, Mark Bodron, Sa-
mantha Crispin, Mollie Duckworth, Mar-
tin Toulouse, Greg Wagner, Mike Bodosky,
Brendan Dignan, Stephanie Jeanne, Peter
Farrell, Marcia Hook, Susan Toumanian,
Kyle Henne, Whitney Blazek, Kasyn Steven-
son and Justin Clune.
Davis Wright Tremaine LLP acted
as counsel for U.S. Gas & Electric. Locke
Lord LLP acted as counsel for U.S. Gas &
Electric with a team led by John Eisel, along
with David Fischer and Mike Wilson, Chris
Flanagan and Mike Conroy (tax), Joe Farside
(HSR matters), Stan Keller, Brett Pritchard
and Tom Bohac (securities), Lori Basilico
(benefits) and Derrick Hibbard (corporate).
Fasken Martineau DuMoulin LLP acted
as Canadian counsel for U.S. Gas & Electric
with a team that included Blair Horn, Bar-
inder Sidhu and Martin Ferreira Pinho.
e Underwriters were represented by
Baker McKenzie with a team that included
Kevin Rooney, Ora Wexler and Ben Keen
(corporate/securities) and Peter Clark and
Patricia McDonald (tax).
