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CCCA_V6No4_Col-DealDevelop-FIN_CCCA_V6No4 11/26/12 4:47 PM Page 40 AND Pershing Square Capital Management, L.P. (con’d) AND On the Deal: (con’d) For CP: In-house by Paul Guthrie, Karen Fleming and Paul Bachand; Bill Orr, Richard Steinberg, Aaron Atkinson, Brad Freelan, Daniel Fuke and Susan Newell (corporate/securities), Anthony Baldanza (regulatory), and Sam Rickett and Murray Braithwaite (litigation), Fasken Martineau DuMoulin LLP. For Hunter Harrison: Chris Paliare and Andrew Lewis, Paliare Roland Rosenberg Rothstein LLP. SXC Health Solutions Corp. (now Catamaran Corporation) Details: SXC Health Solutions Corp. agreed to pay US$4.4-billion to acquire rival Catalyst Health Solutions in a deal that means more consolidation in the health-care industry. Under the agree- ment, announced on April 18, 2012, SXC paid US$28 in cash and 0.6606 shares of its own stock in exchange for each Catalyst share. With combined annual revenues of approximately US$13-bil- lion, the combined company, which was renamed Catamaran Corporation, is expected to cover approximately 25 million members. SXC financed part of the acquisition and related expenses through (i) a five-year senior secured term loan facility in the amount of US$1.1-billion, (ii) a five- year senior secured revolving credit facility in the amount of US$700-million and (iii) an underwrit- ten public offering of US$540-million. Kevin Rooney, Donald Belovich, Heenan Blaikie LLP Stikeman Elliott LLP Date: Closed July 2, 2012. On the deal: For SXC, Kevin Rooney, Charles MacCready, Stephanie Sykes, Ora Wexler, Mark Jadd and Lesley Kim, Heenan Blaikie LLP. For Catalyst: In-house by Benjamin Preston; Donald Belovich, Simon Romano, Dean Kraus and Jeffrey Brown, Stikeman Elliott LLP. Kwoiek Creek Hydroelectric Project Financing Details: Kwoeik Creek Resources Limited Partnership (“KCRLP”), an entity owned equally by Innergex Renewable Energy Inc. (“Innergex”) and the Kanaka Bar Indian Band (the “Kanaka”), and a group of life insurance companies com- prised of The Manufacturers Marc Dorion, Rob Miller, David Allardice, Nick Williams, James Sutcliffe, McCarthy Tétrault LLP Miller Titerle LLP Miller Titerle LLP Davies Ward Phillips Lawson Lundell LLP Life Insurance Company & Vineberg LLP (“Manulife”), as agent and lead lender, and The Canada Life Assurance Company and The Great-West Life Assurance Company (“Great-West”), as lenders, closed a $168.5-million non-recourse construction and term project financing for the Kwoiek Creek run-of-river hydroelectric project. The 49.9 MW project will be located on the Kanaka's reserve lands on Kwoiek Creek south of Lytton, B.C., and is expected to reach commercial oper- ation in late 2013. Electricity generated by the project will be sold under a 40-year electricity purchase agreement with BC Hydro. Date: Closed July 16, 2012. On the Deal: For KCRLP and Innergex: Nathalie Théberge, Innergex’s Senior Director, Corporate Legal Affairs, and Yves Baribeault, Innergex’s Senior Director, Legal Affairs, Operations and Administration; Marc Dorion (energy), Richard O’Doherty, Morgan Troke and Kevin Wright (financial services); Elizabeth Yip and Gillian Piggott (real estate); Tim Kwan and Josh Walters (energy), and Thomas Isaac (Aboriginal), McCarthy Tétrault LLP. For the Kanaka Bar Indian Band: Rob Miller and David Allardice, Miller Titerle LLP. For the lenders: Manulife’s in-house counsel, Ken Pogrin and Jiles Chamberlain; Great-West's in-house counsel, Bob Briercliffe; Nick Williams, Chris Figel and Will Buchner (banking and project finance); Sarah Powell (energy and environmental), and Dan Wolfensohn and Trevor Rowles (corporate), Davies Ward Phillips & Vineberg LLP; James Sutcliffe (banking and debt financing), Christine Kowbel (Aboriginal and environmental) and Ed Wilson (real estate), Lawson Lundell LLP. H.I.G. Capital and Arctic Glacier Income Fund Details: Arctic Glacier Income Fund (“AGIF”), the owner of North America’s second largest packaged ice producer and distributor, announced that it had completed sale of its business to an affiliate of H.I.G. Capital, LLC (“H.I.G. Capital”), a leading global private equity investment firm. The transaction was completed and approved by the Manitoba Counsel of Queen’s Bench pursuant to the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) and the U.S. Bankruptcy Code. The new Arctic Glacier company remains based in Winnipeg and continues to conduct the acquired business under the “Arctic Glacier” name. In the sale, H.I.G. Capital’s affiliate purchased the entire business for approximately US$420-million plus the assumption of current and certain other liabilities. On closing, CPPIB and West Face received payment in full of all of their secured loans totalling approximately $280.3-million. The balance of the net closing proceeds, approximately $130-million, are held by the court-appointed Monitor pending further direction of the Court. Date: Closed July 27, 2012. 40 CCCA Canadian Corporate Counsel Association WINTER 2012