LEXPERT MAGAZINE
|
MAY 2018 9
LEXPERT: I understand that CEO Don
Wall made the best offer to purchase HNZ,
aer the Board initiated a strategic review.
What inspired him to make an offer?
Clemens Mayr (McCarthy Tétrault LLP, for
HNZ): Don is a great entrepreneur and op-
erator. As is oen the case, the fact of be-
ing a publicly listed company created pres-
sures on short-term results versus long-
term strategic objectives. is, together
with the unsolicited approaches received
by
HNZ and the growing desire for some
large shareholders to find a path to liquid-
ity, led to an opportunity for Don to be
part of a solution.
Colby Dewart (Burnet, Duckworth & Palm-
er LLP, for Don Wall): HNZ had a strong
past working relationship with PHI prior
to the transaction. As a result, Don was
aware that PHI was interested in expand-
ing to the international offshore markets in
which
HNZ was established. With Don's
interest in the other portion of the
HNZ
business, and given the fact that HNZ was
considering all strategic alternatives, the
proposal was welcomed by the HNZ spe-
cial committee.
LEXPERT: Apart from the obvious cash
premium, why was this proposal the
best choice? How did the structure come
about? Were other offers considered?
Mayr: Yes, the board received expressions
of interest, both solicited and unsolic-
ited, which were all examined indepen-
dently and assessed accordingly. As is
oen the case, this transaction structure
came about quite naturally as, in com-
bination, the management bid with the
PHI carve-out created superior value for
HNZ's shareholders.
Jacob Hoeppner (Burnet, Duckworth &
Palmer LLP, for Don Wall): In this case, the
HNZ special committee determined, aer
Nothing But Blue Sky
it considered all the proposals on the table,
that the offer from Don Wall and PHI was
the best one for the HNZ shareholders,
which included taking the company pri-
vate as one of its attributes. It was in this
context that I believe the sale of the inter-
national offshore business made sense for
HNZ — as a key part of the best proposal.
LEXPERT: Did the parties know each other?
Did that make the negotiations easier?
Lance Bospflug, President and Chief Operat-
ing Officer, PHI, Inc.: PHI and HNZ/CHL
have worked together on various projects
for many years and know each other very
well. We have a great deal of confidence in
each other — particularly in our operating,
maintenance and safety standards — and
that made the negotiations much easier
and more collaborative.
Don Wall, President & Chief Executive Of-
ficer, HNZ/CHL: I agree completely.
HNZ Group's CEO won the bid to take his company private in a soaring three-party carve-out deal
INTERVIEW BY GENA SMITH
Don E. Wall
President,
CEO, HNZ
Group Inc.,
Canadian
Helicopters
Ltd.
Donald
Gray
Blake,
Cassels &
Graydon LLP
(for PHI)
Lance
Bospflug
President,
COO, PHI, Inc.
Richard
Turner
Blake,
Cassels &
Graydon LLP
(for PHI)
Jacob
Hoeppner
Burnet,
Duckworth
& Palmer LLP
(for Don Wall)
Clemens
Mayr
McCarthy
Tétrault LLP
(for HNZ,
Canadian
Helicopters)
ON THE DEAL
Helicopter services company, HNZ Group found its path to liquidity: a go-private deal worth a whopping 43.3% premium to the pre-
announcement share price. The winning bid seemed a perfect match — Don Wall, the CEO, would buy the core business, and long-time
partner PHI would take over the Asia-Pacific division. But with its complex plan of arrangement, related-party bidder, multiple sources
of financing and emergence of an unsolicited proposal, the devil was in the details for lawyers working to get the deal done.
Colby
Dewart
Burnet,
Duckworth
& Palmer LLP
(for Don Wall)
Auriol
Marasco
Blake,
Cassels &
Graydon LLP
(for PHI)
