Lexpert Magazine

May 2018

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

Issue link: https://digital.carswellmedia.com/i/964314

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Page 15 of 71

16 LEXPERT MAGAZINE | MAY 2018 BIG DEALS DEALS ANALYSIS 21 21 Total Deals Published 9 Corporate Finance 21 12 Mergers and Acquisitions 21 6 Cross-border Transactions 21 BIG DEALS TRANSACTION VITALS ANNOUNCED: 8/28/2017 CLOSED: 10/27/2017 TECHNIQUE: CASH-AND-SHARE DEAL ATTITUDE: FRIENDLY SOUGHT: 100% VALUE: $1.07 BILLION CAMERON RUSAW DAVIES WARD PHILLIPS & VINEBERG LLP (FOR TOROMONT INDUSTRIES DAVID MCAUSLAND MCCARTHY TÉTRAULT LLP (FOR THE HEWITT GROUP) ' KARL TABBAKH MCCARTHY TÉTRAULT LLP (FOR THE HEWITT GROUP) HADRIEN MONTAGNE MCCARTHY TÉTRAULT LLP (FOR THE HEWITT GROUP) On October 27, 2017, Toromont Industries Ltd. (Toromont) com- pleted the largest acquisition in its history — a $1.07-billion purchase of the businesses and net operating assets of the Hewitt Group of com- COMPILED BY GENA SMITH Construction & Engineering TOROMONT INDUSTRIES ACQUIRES THE BUSINESSES OF THE HEWITT GROUP FOR $1.07B panies (Hewitt) in exchange for cash and shares of Toromont. is was a transformative transaction for Toromont; the company added 45 branches and 2,000 employees in Québec and the Maritimes. To- romont's Caterpillar dealership now operates 120 branches in On- tario, Québec, Manitoba, Nunavut, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador — among the largest sales territories in the Caterpillar dealership network. To finance the acquisition, Toromont completed a $500-million marketed private placement of senior unsecured notes on October 27, 2017, through a syndicate of agents led by TD Securities, CIBC Capital Markets and BMO Capital Markets. In addition, Toromont entered into an amendment and restatement of the credit agreement governing its existing credit facility with a syndicate of lenders co-led by Canadian Imperial Bank of Commerce, Toronto-Dominion Bank and Bank of Montreal to provide for a term facility of up to $250 mil- lion and a revolving facility of up to $500 million. Toromont funded the cash portion of the purchase price for the Hewitt acquisition through a combination of the net proceeds of the note offering, borrowings of approximately $310 million under the credit facility and available cash on hand. Toromont was represented in-house by David Wetherald, Vice-Pres- ident, Human Resources and Legal, and externally by Davies Ward Phillips & Vineberg LLP with a team that included Cameron Rusaw, Steven Cutler, Jared Solinger, Jeffrey Li, Janet Ferrier, Sylvie Samson and Xavier Plamondon (M&A), David Wilson, Geoffrey Rawle and Evan Kenyon (capital markets), Scott Hyman (bank financing), John Bodrug and David Feldman (competition), Alexandria Pike, Laura Weingarden and Marie-Claude Bellemare (environmental), David Reiner, Ioana Hancas and Joseph Jarjour (real estate), Jessica Bullock (employment and pensions), and Raj Juneja and Andrew Ellis (tax). McInnes Cooper acted as local transaction counsel to Toromont with a team that included George Monroe, Jonathan Pendrith, John Hennessey, Frank Hughes and Robert Hickey (real estate). Hewitt was represented by McCarthy Tétrault LLP with a team that included David McAusland, Karl Tabbakh, Hadrien Mon- tagne, Louis-Charles Filiatrault, Bianca Déprés and Tamara Shaba- zova (M&A), Cindy Vaillancourt (environmental), Dominic érien (competition), Sebastien omas (real estate), Jacques Rousse, Diana eophilopoulos and Lorraine Allard (employment and pensions), Marie-France Gagnon and Eve Tessier (banking financing), and Christian Meighen and Marie-Soleil Landry (tax). Stewart McKelvey acted as local transaction counsel to Hewitt with a team led by Maurice Chiasson. e syndicate of agents for the note offering was represented by a separate McCarthy Tétrault LLP team. e McCarthy team in-

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