Churchill Acquires Seacliff Construction

On July 13, 2010, The Churchill Corporation completed its acquisition of Seacliff Construction Corp. pursuant to an arrangement under the Business Corporations Act (British Columbia). Churchill, through a wholly owned subsidiary, acquired all of the issued and outstanding common shares of Seacliff for total cash consideration of approximately $390 million. Seacliff shareholders received $17.14 in cash for each Seacliff common share. The purchase price represented a 23 per cent premium to the volume-weighted average trading price of Seacliff's common shares over the 20 trading days prior to the announcement of the transaction.

The combination of Churchill and Seacliff creates a leading publicly-listed Western Canadian construction and industrial services company, operationally diversified across many business lines, regions and customers. The new Churchill operates well-established, individually-branded business units in the construction field, including Stuart Olson Dominion (the combination of Churchill's Stuart Olson Construction and Seacliff's Dominion Construction), Laird Electric, Canem Systems, the Broda Group of Companies and Insulation Holdings. 2009 pro forma revenue and EBITDA are approximately $1.2 billion, and $101 million, respectively. In addition, the pro forma year-end backlog was approximately $1.9 billion.

Macleod Dixon LLP acted as legal advisors to Churchill, with a team led by Kent Kufeldt and including Marcus Archer, Jason Metcalf, Jason Giborski and Elizabeth von Engelbrechten (securities); Dion Legge (tax); John Carleton and Rujuta Patel (competition) and Roger Smith (employment).

McCarthy Tétrault LLP acted as legal advisors to Seacliff, with a team led by Michael Urbani and including Robin Mahood and Richard Balfour (corporate); Christopher Falk (tax); Warren Milman and Robert Cooper (court approvals) and Rick Pawluk (competition). Grant Weaver of Bull, Housser & Tupper LLP provided additional legal advice to the Board of Directors of Seacliff.

In conjunction with the Seacliff acquisition, Churchill completed a public offering of Subscription Receipts and 6 per cent convertible extendible unsecured subordinated debentures for aggregate net proceeds of $185 million. This offering was led by RBC Dominion Securities Inc. and Raymond James Ltd. and included National Bank Financial Inc., CIBC World Markets Inc., TD Securities Inc., Canaccord Genuity Corp., GMP Securities L.P., Macquarie Capital Markets Canada Ltd., HSBC Securities Canada Inc., Paradigm Capital Inc. and Stonecap Securities Inc.

Macleod Dixon LLP acted as legal advisors to Churchill with a team led by Kent Kufeldt including Jamie Gagner, Kirsten Sklar and Jason Metcalf (securities); Dion Legge and Darren Hueppelsheuser (tax) while the underwriters were advised by Bennett Jones LLP with a team led by William Osler and including Paul Barbeau and Matthew Olson (corporate).

In conjunction with the acquisition, Churchill also entered into a $200 million senior secured credit facility with a syndicate of lenders. Richard Borden, David Kolesar and Jenine Mak of Macleod Dixon LLP represented Churchill; and Michael McIntosh, Pat Finnerty, Garth Anderson and Andrew Kolody of Blake, Cassels & Graydon LLP represented the lenders.