On August 27, 2003, a group of investors comprised of Bain Capital LLC, members of the Bombardier family and Caisse de dépôt et placement du Québec announced the acquisition of Bombardier’s recreational products division for a purchase price of $960 million. The deal closed on December 18.
Merrill Lynch & Co., Royal Bank of Canada, UBS Securities LLC, Bank of Montreal and General Electric Capital Corp. arranged a senior secured term loan in the amount of US$280 million, a senior secured revolving loan in the amount of $250 million and a high yield debt financing in the amount of $200 million to partially fund the purchase price. In connection with the acquisition, the purchasers also closed a US$115 million factoring facility with Bombardier Capital Inc.
Osler, Hoskin & Harcourt LLP represented the Bombardier family, and represented the buying group in Canada, with a team that included Brian Levitt, Christiane Jodoin, Warren Katz, Iain Scott, François Janson and Emmanuelle Lamarre-Cliche (corporate), François Auger, Andrew Kingissepp, Richard Tremblay, Elaine Marchand and Monica Biringer (tax), Laurie Barrett, Phil Heath, Constantine Troulis and Susan Paré (financial services), Michel Benoit (pension), Rhada Curpen (environment), Peter Franklyn, Peter Glossop and Steve Sansom (competition and Investment Canada), Diane Cornish and Marisia Campbell (intellectual property) and Myriam Sarrazin (real estate).
Ropes & Gray LLP represented Bain Capital, and represented the buying group in the US, with a team that included Newcomb Stillwell, Howard Glazer, Christopher Henry, Chris Rile and Patrick Diaz (corporate), Rom Watson, Amanda Holt and Chris Leich (tax), Peter Dodson, Joel Freedman, Steven Rutkovsky, Alison Bomberg, Leigh Fraser, Jeffrey Doctoroff, Sunil Savkar and Carl Marcellino (financial services), Jonathan Zorn (pension), David Mandel (employment), Coke Cherney (environment), Cary Armistead (antitrust), James DeGraw and Rob Mazzarese (intellectual property) and Ann Parker (real estate). Bain Capital was represented in Canada by Pierre Raymond and Michel Gélinas (corporate) and Robert Hogan (tax) of Stikeman Elliott LLP.
Caisse de dépôt et placement du Québec was represented in-house by Robert Côté, director, legal; and by Fasken Martineau DuMoulin LLP, with a team led by Robert Paré and Daniel Picotte, and included Mireille Tremblay (corporate), René Cadieux (competition and market regulation) and Alain Ranger and Benoit Dupuis (tax).
Bombardier was represented in-house with a team led by Daniel Desjardins, senior vice-president and general counsel, and included Alain Doré, senior director, legal, and Pascale Closson-Duquette, counsel; and the legal team of the recreational products division included Jennifer Millson, vice-president, legal, and counsel Jonathan Cutler, Yves Saint-Arnaud, Martin Langelier, Sébastien Gardère and Paule Morriset. The Bombardier Capital legal team was represented by in-house counsel George Demas.
Bombardier was also represented in Canada by Ogilvy Renault, with a team that included Paul Raymond, Clemens Mayr, Sol Sananes, Éric Stevens and Nicolas Labrecque (corporate), Jules Charette (tax), Mario Caron (real estate), Leanne Souquet (intellectual property), Jean Piette (environment), Martin Rochette (pension), Richard Wagner (competition) and Jacques Archambault (OHS); and in the US by Sidley Austin Brown & Wood LLP, with a team that included Christopher Hilbert, Andrew Nelson and Alexi Poretz (corporate), Nancy Samanich and Reiko Watase (real estate) and Laura Leonard (environment).
The special committee of Bombardier’s board of directors was represented by McCarthy Tétrault LLP, with a team that included Garth Girvan, Lorna Telfer and Patrick Boucher (corporate finance and mergers and acquisitions).
Bombardier Capital was represented by in-house counsel George Demas; and assisted by Robert Borduas and Pierre Rousseau of Ogilvy Renault; and by John Bonacum, III, Siegfried Knopf and Alexi Poretz of Sidley Austin Brown & Wood.
Merrill Lynch, RBC, UBS Securities and BMO were represented by Cahill Gordon & Reindel LLP and Davies Ward Phillips & Vineberg LLP with respect to the secured bank financing and high yield debt offering. The Cahill Gordon & Reindel team included Michael Michetti, Ann Makich, Simon Marom, Tracy Tang and Marc Sailer for the secured bank financing, and Luis Penalver, Erika Lee, Douglas Jones and Clara O’Brien acted for the initial purchasers on the high yield debt offering.
The DWPV team included Patricia Olasker, Scott Hyman, Melanie Koszegi, Alain Roberge and Janet Ferrier (corporate and banking), Joseph Jarjour (real estate), Siobhan Monaghan and Colin Campbell (tax), Sarah Powell (environment) and Benoît Archambault (intellectual property) for the secured bank financing, and Patricia Olasker, Kenneth Klassen and Sonny Bhalla (corporate and securities) for the initial purchasers on the high yield debt offering.