the Companies' Creditors Arrangement
Act (CCAA) since being granted an
initial stay of proceedings in September
2014. On June 9, 2017, the court approved
its restructuring under the CCAA. On
June 30, Bedrock Industries Group LLC
announced that its acquisition of Stelco
was closed.
McCarthy Tétrault LLP's James Gage,
counsel to Stelco, says, "e successful
restructuring of Stelco was a significant
achievement for the company and its key
stakeholders."
Added Michael Amm of Torys LLP,
counsel to a syndicate of underwrit-
ers led by Goldman Sachs and BMO
Capital Markets: "e successful IPO
demonstrated how an innovative restruc-
turing transaction can transform an
iconic company and return it to the public
capital markets."
10. PARKLAND FUEL
ACQUIRES CHEVRON CANADA'S
DOWNSTREAM FUEL BUSINESS
Chevron Corp. sold its Canadian gasoline
stations and refinery in BC to Parkland
Fuel Corp., a marketer of petroleum
products, for C$1.46 billion.
Sven Milelli, leading McCarthy
Tétrault LLP's M&A team for Parkland
wrote, "is was a transformational deal
that cements Parkland's status as Canada's
leading fuel retailer while strategically
expanding its supply infrastructure with
the acquisition of the iconic Burnaby
Refinery and related marine terminals."
M&A
an affiliate of Strathallen Capital Corp.,
to acquire all of OneREIT's assets and
assume all of its liabilities, including
long-term debt and all residual liabilities,
whereupon OneREIT redeemed all of its
publicly traded units."
Acting for OneREIT was a Fasken
Martineau DuMoulin LLP team
led by Jon Levin and including Anil
Aggarwal. Levin says, "In part, the trans-
action reflects the adverse impact on the
Canadian retail real estate landscape of
ecommerce, particularly as evidenced by
the lengthy and difficult auction process."
8. THE NORTEL
GLOBAL SETTLEMENT
Nortel kept has kept lawyers of all
genres busy for years; last year it was
one of Lexpert's Top Cases. "I've been
involved in the Nortel case since the
fall of 2008," says Jay Carfagnini
of Goodmans LLP, which represented
the Monitor, Ernst & Young. Nortel
drew in many law firms, courts,
meetings and multiple jurisdictions.
According to Torys LLP, which acted
for Nortel, with a team led by Tony
DeMarinis and Scott Bomhof, "Nortel's
multi-jurisdictional business, unprec-
edented legal issues, and eventual big cash
stockpile made the restructuring both
exceptionally challenging and fascinating,
and a case the likes of which may not be
seen again for some time."
e Nortel case/deal was re-fueled by an
infusion in 2011 that took most observers
by surprise. As reported in e Guardian,
"e Apple, Microso, Sony and Black-
Berry maker Research in Motion are part
of a winning consortium of six companies
which have bought a valuable tranche
of patents from the bankrupt Nortel
Networks patent portfolio for $4.5bn
(£2.8bn), in a hotly contested auction that
saw Google and Intel lose out."
D.J. Miller, a partner at ornton Grout
Finnigan LLP offers this explanation for
why the decision made the deal:
"e Global Settlement in Nortel
announced on October 12, 2016, became
somewhat inevitable aer the Ontario
Court of Appeal (OCA) issued 42-page
written Reasons on May 3, 2016, dismiss-
ing an application by the bondholders and
US debtor estate for leave to appeal the pro
rata allocation decisions issued by the
Canadian and US courts."
e matter was referred to the highest
appeal court in Delaware for determina-
tion. "Had a US Appeal court reached
a different conclusion than the OCA, it
would have le the parties in limbo with
no means to allocate the $7.3 billion in
global proceeds and further costs being
incurred, since any allocation required a
consistent decision of the Canadian and
US courts."
9. STELCO
RESTRUCTURING
Another perennial favorite on Lexpert lists
is the restructuring of Stelco Inc. It had
been operating under the protection of
Gropper, Mitchell H., QC, Farris, Vaughan, Wills & Murphy LLP
Vancouver - (604) 661-9322 - mgropper@farris.com
Senior partner Mitchell Gropper, QC, has an extensive corporate and securities practice with emphasis on
complex transactions including corporate finance, reorganizations, M&A and advice to board of direc-
tors. He has developed innovative financing structures, including income funds and stapled securities and
has represented issuers and others in IPOs and public/private securities offerings. Mitchell has advised on
financial reorganizations and debt restructurings, including special legal advisor to City of Vancouver for the
Olympic Village and several reorganization transactions for Concord Pacific Group and Onni Development.
He was named in e 2018 Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada and e
Canadian Legal Lexpert® Directory 2017. He has a Martindale-Hubbell ranking AV (preeminent 5.0 out of
5). Mitchell is admitted to the Bar of British Columbia (1966) and was appointed Queen's Counsel (1990).
Lexpert Ranking: MFR
M&A
