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.

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LEXPERT MAGAZINE | MAY 2018 17 INDUSTRY ANALYSIS | CORPORATE TRANSACTIONS OF IMPORTANCE | 3 Financials 3 Energy & Power Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Media & Entertainment Recreation & Leisure 2 Manufacturing 1 Consumer services Consumer Services Energy Aerospace & Defence Automotive cluded Andrew Parker, Scott Bergen and Vanessa Chung (capital markets) and Patrick McCay (tax). e lenders under the amended and restated credit agreement were represented by Blake, Cassels & Graydon LLP. e Blakes team in- cluded Simon Finch, Aimee Yee and Shubhreen Kaur. Utilities Financials Health Research Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples ECN CAPITAL ACQUIRES TRIAD FINANCIAL, SELLS CANADIAN C&V FINANCE ASSETS TO CANADIAN WESTERN BANK CLOSING DATE: JANUARY 31, 2018 As part of the continuing transformation of its business since its spin-off from Element Financial, Steve Hudson's ECN Capital Corp. [TSX: ECN] completed the acquisition of Triad Financial Services in December 2017 and sold its Canadian commercial and vendor fi- nance business to Canadian Western Bank in January 2018. On January 31, 2018, ECN Capital completed the sale of all of its Canadian Commercial and Vendor (C&V) Finance assets to Cana- dian Western Bank (TSX: CWB) for cash proceeds of approximately $900 million. ECN Capital's team was led by Loreto Grimaldi (Senior Vice President and General Counsel) with assistance from Blake, Cassels & Graydon LLP. e Blakes team comprised David Toswell (securi- ties), Carlos Cerqueira (corporate), Stephen Ashbourne (securitiza- tion), Zac Resnick (corporate), David Mender (corporate), Chris Van Loan (tax), Ian Caines (tax), Allan Gelkopf (tax), Zvi Halpern (tax), David Feldman (IT), Vladimir Shatiryan (financial services), Debo- rah Salzberger (competition) and Kate McNeece (competition). CWB's team was led by Marek Warshawski (Assistant Vice -President & Senior Legal Counsel) with assistance from McCar- thy Tétrault LLP. e McCarthys team comprised Rob Hansen (corporate/M&A), David Woollcombe (corporate/M&A), David Badour (corporate/M&A), Neha Chawla (corporate/M&A), Barry Ryan (financial services), Gabrielle Richards (tax), Wendy Brousseau (tax), Oliver Borgers (competition), Simon Fitzpatrick (securitiza- tion) and Ben Aberant (labour and employment). On December 29, 2017, ECN completed the acquisition of Triad Financial Services of Florida for US$100 million. Triad is the oldest manufactured housing finance company in the United States, and is based in Florida. ECN's team was led by Loreto Grimaldi, Senior Vice-President and General Counsel, with external legal support from Baker Hostetler LLP and Blake, Cassels & Graydon LLP. Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples INNERGEX RENEWABLE ENERGY ACQUIRES ALTERRA POWER CORP. FOR $1.1B CLOSING DATE: FEBRUARY 6, 2018 On February 6, 2018, Innergex Renewable Energy Inc. (Innergex) completed the acquisition of Alterra Power Corp. (Alterra) by way of an arrangement agreement pursuant to which Innergex acquired all of the issued and outstanding common shares of Alterra for an aggregate consideration of $1.1 billion, including the assumption of Alterra's debt. Alterra's shares were delisted from the Toronto Stock Exchange on February 7, and Alterra has ceased to be a reporting is- suer under applicable Canadian securities laws. Concurrent with the closing, Innergex has successfully completed the financing of the cash portion of the acquisition with a $150-mil- lion subordinated unsecured 5-year term loan from Caisse de dépôt et placement du Québec. Innergex's revolving credit facilities have also been increased from $225 million to $700 million. With the acquisition, Innergex is now the largest independent re- newable energy producer in British Columbia and among the largest in Canada. e acquisition will also enable Innergex to leverage Alterra's US development expertise and expand its presence in the US market, as well as Canada, Latin America and Europe. Additionally, the acquisition brings Innergex an extensive pipeline of prospective projects in preliminary stages or in progress, with an estimated net capacity of more than 5,000 MW. Innergex was represented by an in-house team led by Nathalie éberge, Vice-President — Corporate Legal Affairs and Secre- tary, and was supported by McCarthy Tétrault LLP with a team led by Philippe Fortier and Hadrien Montagne that included Marc Dorion, Patrick Boucher, Sven Milelli, Morgan Troke, Xin Gao and omas Etienne (corporate), Ryley Mennie (labour and em- ployment), Cameron Whyte and Parisa Gerami (real property and planning), Angelo Discepola (tax), François Dupuis (litigation) and Selina Lee-Andersen (environmental). McCarthy Tétrault LLP, with a team led by Richard O'Doherty, also advised Innergex on the financing of the acquisition. Alterra was represented by an in-house team led by Shannon Web- ber, General Counsel of Alterra, and was supported by Borden Lad- ner Gervais LLP with a team led by Fred Pletcher that included Kent Kufeldt, Tom Ladner and Lauren DeGoey (securities and capital markets), Randy Morphy and Danielle Lewchuk (tax), Steve Warnett and Gordon Johnson (litigation), and Subrata Bhattacharjee and

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