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CCCA_V5No4_Col-DealDevelop-FIN_CCCA_V1No2_Col-News-V1.qxd 11/21/11 12:09 PM Page 39 H ere are the highlights of some of the many mergers, acquisitions, financings and other deals taking place in corporate Canada over the last few months. Each of the entries below has been provided by a Canadian law firm involved in the deal. Walter Energy, Inc. Details: On April 1, 2011, Walter Energy, Inc. (“Walter”) completed its acquisition of all the issued and out- standing common shares of Western Coal Corp. (“Western”) not already held by it for aggregate con- sideration valued at approximately $3.3-billion. The acquisition was completed pursuant to a court- approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrange- ment”). The combined company creates the world’s Emmanuel Pressman, David Selley, Michael Partridge, Gesta Abols, Osler, Hoskin & Farris, Vaughan, Wills & Goodmans LLP Goodmans LLP leading, publicly traded, “pure-play” metallurgical coal Harcourt LLP Murphy LLP producer with greater diversification and access to metallurgical coal markets and customers in Europe and South America through Walter’s coal mines in Alabama, and in Asia through Western’s coal mines in British Columbia, the United Kingdom and West Virginia. Pursuant to the Arrangement, Walter indirect- ly acquired each outstanding Western common share not already owned by it in exchange for either (i) cash consideration, being $11.50 or (ii) share consideration, Michael Lee, Mandeep Dhaliwal, Daphne MacKenzie, Vincent Mercier, being 0.114 of a Walter common share, all subject to Lawson Lundell LLP Lawson Lundell LLP Stikeman Elliott LLP Davies Ward Phillips & pro-ration. Based on the 261,741,458 Western common Vineberg LLP ISTOCKPHOTO giving effect to pro-ration, 78,522,437 Western common shares were acquired by Walter for share consideration and 183,219,021 Western shares that participated in the Arrangement, and after common shares were acquired by Walter for cash consideration, resulting in an aggregate purchase price of approximately $3.3-billion. In connection with the Arrangement, Walter obtained $2.725-billion in senior debt financing from a syndicate of lenders. The debt financ- ing was arranged by Morgan Stanley Senior Funding, Inc., Credit Agricole AG and Bank of Nova Scotia. Prior to the Arrangement, Walter HIVER 2011 CCCA Canadian Corporate Counsel Association 39