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-
