The Washington Cos. completes acquisition of Dominion Diamond Corp. for $1.5B

On November 1, 2017, The Washington Cos. (Washington), a group of privately held North American mining, industrial and transportation businesses founded by industrialist and entrepreneur Dennis R. Washington, completed its acquisition of Dominion Diamond Corp. (Dominion) for approximately $1.5 billion. 

Dominion is a Canadian mining company and one of the world’s largest producers and suppliers of premium rough diamond assortments to the global market. It holds an interest in two diamond mines in the Northwest Territories, which make a substantial contribution to the economy in the area. 

The transaction commenced as a public announcement by Washington of an offer made to the Dominion board to acquire Dominion. Dominion subsequently ran a strategic review process and ultimately agreed to a transaction with Washington. The acquisition was structured as a leveraged buyout partially funded by the issuance of senior secured notes by the acquisition vehicle and included the establishment of a new senior secured credit facility. This is reported to be the first-ever leveraged buyout of a large, operating mining company. 

Dominion was represented by its general counsel, Malinda Kellett and Stikeman Elliott LLP with a team that included Sean Vanderpol, Mike Devereux, John Lee, Rishi Dhir and Spencer Burger (M&A), Michael Kilby and Ashley Piotrowski (regulatory), Peter Hamilton and Meaghan Obee Tower (banking), Eliot Kolers, Samaneh Hosseini and Genna Wood (litigation), Dean Kraus and Lindsay Gwyer (tax). 

Dominion’s board was represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The Paul, Weiss team included corporate partners Adam Givertz and Dale Sarro and associates Aaron Abramson, Harrison Cruikshank, Ian Hazlett, Thomas Holber and Christian Kurtz; tax partner Scott Sontag and associate Zachary King; litigation partner Andrew Gordon and associates Jonathan Gordon, Harlan Rosenson and Ryan Streit. 

Washington was represented by Blake, Cassels & Graydon LLP with a team of lawyers from multiple offices including Geoffrey Belsher, Susan Tomaine, Alex MacMillan, Vladimir Cvijetinovic and Rich Turner (M&A), Samantha Rossman and Aletha Utley (banking), Julie Soloway, Joshua Krane and Peter Flynn (Investment Canada), Jeffrey Trossman, Josh Jones and Shavone Bazarkewich (tax), Tim Andison (debt capital markets), Roy Millen and Sam Adkins (Aboriginal), Tony Crossman and Nardia Chernawsky (environmental), Michael Howcroft (employment), Jeremy Forgie and Adam Ngan (pensions), Seumas Woods and Ryan Morris (litigation) and Kyle Misewich, Lauren Akin, Michael Stewart, Riley Graydon and Luke Hills (corporate). 

Washington was also represented by Skadden, Arps, Slate, Meagher & Flom LLP, with a team that included Stephen Arcano (M&A), David Reamer, Mark Ramsey and Orley Granot (banking), Michael Zeidel, Adam Waitman and Deni Li (corporate finance), and Sally Thurston and Sherry Xie (tax). 

The lenders in the acquisition debt financing were represented by Cahill Gordon & Reindel LLP with a team that included Adam Dworkin, Sean Davis, Kristopher Villarreal, Enia Gyan and Rashid Ahamed for the senior secured credit facility and Josiah Slotnick, Elizabeth Yahl, Jennifer Chau, Kelly Mink and Kristina Bergess for the senior secured notes, and Osler, Hoskin & Harcourt LLP with a team that included Joyce Bernasek and Jeremy Burgess (banking), Alan Hutchison and Patrick Sullivan (corporate), Michelle Lally (competition), Jennifer Fairfax and Patrick Welsh (environmental) and Greg Wylie (tax).

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