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Powertech Uranium Corp. (con’d) AND Details: paid $12.5-million to Synatom; issued an unsecured non-interest bearing promissory note to Synatom in the principal amount of $7.5-million, which is repayable in cash or shares at Powertech’s election; terminated all prior loans, obligations, rights and agreements among and between Powertech, Synatom, Powertech (USA) Inc. and Indian Springs Land and Cattle Co. LLC; and terminated a shareholders’ agreement with certain shareholders including Synatom. The Offering was completed by a syndicate of agents led by Salman Partners Inc. and includ- ing Dundee Securities Ltd. Date: Closed March 15, 2011. On the Deal: For Powertech: Virgil Hlus, Clark Wilson LLP. Virgil Hlus, Donald Belovich, Clark Wilson LLP Stikeman Elliott LLP For Synatom: Donald Belovich, Stikeman Elliott LLP. For the Agents: G. Eric Doherty, Borden Ladner Gervais LLP. Bell Canada Details: Bell Canada closed a public offering of $1-billion of 4.40 per cent medium term note debentures, series M-22, maturing on March 16, 2018. The offering was made pursuant to a pricing supplement dated March 9, 2011, to Bell Canada's September 3, 2009, base shelf prospectus and September 4, 2009, prospectus supplement. The offering was led by Merrill Lynch Canada Inc., RBC Dominion Securities Inc. and Scotia Capital Inc., with a syndicate com- posed of BMO Nesbitt Burns Inc., CIBC World Markets Inc., Desjardins Securities Inc., National Bank Financial Inc., TD Securities Inc. and Casgrain & Company Limited. Date: Closed March 16, 2011. On the Deal: For Bell Canada: In-house by Ildo Ricciuto, Assistant General Counsel, Financings Jean Marc Huot, Francis Legault, Stikeman Elliott LLP Norton Rose OR LLP & Compliance; Jean Marc Huot, Benoît Dubord and Lydia Pham (securities), Stikeman Elliott LLP. For the dealers: Francis Legault, Solomon Sananes and Marie-Claude Mailloux (securities), Norton Rose OR LLP. BCE Inc. Details: BCE Inc. (TSX, NYSE: BCE) (Bell) announced that it has completed its $3.2-billion acquisition of CTV and launched Bell Media, a new business unit encompassing all CTV and other Bell content assets. As part of the transaction, The Woodbridge Company Limited acquired direct ownership of Canada's national newspaper, The Globe and Mail. Woodbridge has had an indirect interest in The Globe and Mail since 1980. Woodbridge will now Michael Siltala, Cornell Wright, Jeffrey Singer, Garth M. Girvan, Torys LLP Torys LLP Stikeman Elliott LLP McCarthy Tétrault LLP own 85 per cent of The Globe and Mail and BCE will continue to own 15 per cent. Bell had owned a 15 per cent equity position in CTV and acquired the remaining 85 per cent for $1.3-billion in equity value from Woodbridge, Ontario Teachers' Pension Plan and Torstar Corporation. Date: Announced April 1, 2011. On the Deal: For The Woodbridge Company Limited and CTVglobemedia: Michael Siltala, Cornell Wright, Jackie Taitz, Erin Chayko, Adrienne DiPaolo, Janelle Bowman, Zack Newton and Anthony Tam (corporate); Jim Welkoff and Kathy Moore (tax); Jay Holsten and Sue-Anne Fox (competition); Tom Zverina (lending); and Christina Medland (employment), Torys LLP. For Ontario Teachers' Pension Plan: Jeffrey Singer, Michael Burkett, Shawn Neylan, Greg Kane, Daphne MacKenzie, Kenton Rein, John Lorito, Jill Winton and Gary Nachshen, Stikeman Elliott LLP. For Torstar Corporation: Osler Hoskin & Harcourt LLP. For BCE Inc.: Frédéric Harvey, Garth M. Girvan, Robert O. Hansen, Barry Ryan, Grant Buchanan, Donald Houston and Patrick McCay, McCarthy Tétrault LLP. For CTVglobemedia Inc.: Blake, Cassels & Graydon LLP. Innergex Renewable Energy Inc. Details: Innergex Renewable Energy Inc. (“Innergex”) completed its acquisition of Cloudworks Energy Inc. (“Cloudworks”), for a pur- chase price of approximately $187-million, approximately $39-million of which was paid by issuance of common shares of Innergex via a private placement to the shareholders of Cloudworks. The balance was paid in cash (subject to a customary hold- back). In addition, shareholders of Cloudworks are entitled to receive certain conditional deferred payments based on the future performance of the Cloudworks portfolio of assets. The acquisition enterprise value of Cloudworks was approximately $417-mil- lion. In addition to the $187-million purchase price, Innergex assumed an estimated net debt of approximately $230-million. To finance the acquisition, Innergex completed a prospectus offering of subscription receipts for aggregate gross proceeds of AUTOMNE 2011 CCCA Canadian Corporate Counsel Association 45
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