Carlyle Group Acquires Dunlop Standard Division

The Carlyle Group acquired from private equity firm Doughty Hanson & Co, the Standard Aero Engine Maintenance, Repair and Overhaul Division of Dunlop Standard Aerospace Group in a transaction valued at approximately US$675 million on August 24, 2004. The Standard Aero purchase was part of a larger US$1.45 billion deal in which UK-based Meggitt PLC acquired Dunlop Standard’s Design and Manufacturing division.

Carlyle is one of the world’s largest private equity firms. Standard Aero provides turbine engine maintenance, repair and overhaul for industrial gas turbines and aircraft engines.

In connection with the acquisition, Standard Aero Holdings, Inc., an affiliate of Carlyle, entered into a credit agreement with Lehman Commercial Paper Inc. and Credit Suisse First Boston as co-syndication agents and JPMorgan Chase Bank as administrative agent, and also entered into a high yield notes purchase agreement with JP Morgan Securities Inc., Lehman Brothers Inc. and Credit Suisse First Boston.

On both the acquisition and the financings, Carlyle and other affiliated entities were represented by Stikeman Elliott in Canada, and Latham & Watkins in the US. The Stikeman team comprised Kenneth G. Ottenbreit, Marie-Josée Henri and Philippe De Montigny (corporate) in New York; Kevin B. Kelly and Alan Kenigsberg (tax), Brenda Hebert and Andrew Elliott (real estate), Larry Cobb (environment), Tuan Diep (employment), Andrea Boctor (pension), Alison J. Youngman (corporate & financing), Marie Garneau, Daniel Thomson and Stee Asbjornsen (financing) and Douglas Parker (corporate) in Toronto; D. Jeffrey Brown and Susan M. Hutton (competition), Justine M. Whitehead (IP) and Roula Eatrides (corporate) in Ottawa; Josée Gravel and Martin Corbo (financing) in Montreal; and Rachel V. Hutton (corporate) in Vancouver. They were assisted by special local counsel Pitblado in Manitoba, with a team that included Randy Gray, E. Scott Ransom and Cameron Funk (financing); and by Charles Reagh of Stewart McKelvey Stirling Scales in Nova Scotia.

The Latham team comprised Daniel Lennon, Joseph Simei and Eleanor Horsley (corporate), Joseph Sullivan (tax), E. Marcellus Williamson (antitrust) and James Ritter, Jennifer Van Driesen and Jeffrey Chenard (finance) in Washington; and Michael Bond and Richard George (corporate) in London.

Doughty & Hanson was represented by Skadden, Arps, Slate, Meagher & Flom (UK), assisted on Canadian legal matters by Osler, Hoskin & Harcourt. The Skadden team was led by Allan Murray-Jones and included Piers Johansen, Emma Bevan and Nikolas Colbridge (corporate) in London; Franklyn Duporte (corporate) in New York; and Dominique Speekenbrink (competition) in Brussels. The Osler team included John Groenewegen and Alexis Gosselin (corporate), Peter Franklyn and Shuli Rodal (competition), and Lara Friedlander and Julie Colden (tax) in Toronto.

Meggitt was represented by Davies Ward Phillips & Vineberg, with a team that included Mark Katz (competition) and Sarbjit Basra (corporate) in Toronto; and by Clifford Chance in London, with a team that included Adam Signy, Ian Bagshaw, Gaurav Patel and Nadia Quek (corporate), John Osborne and Toby Tyler (competition), and Richard Sharples and Christopher Chapman (debt financing).

The lenders, under the credit agreement, and the purchasers, under the high yield note purchase agreement, were represented in Canada by McMillan Binch, and in the US by Simpson Thacher & Bartlett. The McMillan Binch team included Jeff Rogers, Andrew McFarlane and Richard Goodman (financing), and Andrea Onn (real estate) in Toronto. The Simpson Thacher team included L. Francis Huck, Stephanie Perron, Janice Kam, Arthur Robinson, Jon Gray and Rosa Chang.