On October 3, 2016, Element Financial Corporation completed a butterfly reorganization by way of plan of arrangement pursuant to which the business was split into two separate companies: Element Fleet Management Corp. and ECN Capital Corp.
Element Fleet (TSX: EFN) is an $18-billion company operating in the fleet vehicle management market, led by Chief Executive Officer Bradley Nullmeyer (Element Financial’s former President). ECN Capital Corp. (TSX: ECN), led by Steve Hudson (Element’s former CEO), now operates the $8.2-billion commercial and vendor finance, aviation finance and rail finance business previously conducted by Element Financial. The separation transaction received approval from 99.5 per cent of Element’s shareholders at a special shareholders’ meeting held on September 20, 2016. As part of the separation of the two businesses, Element Fleet amended and restated its US$3.5-billion credit facility and ECN Capital established a new US$2.5-billion credit facility.
The spin-out was overseen by Element Financial’s General Counsel, Jim Nikopoulos, with advice provided by a team from Blake, Cassels & Graydon LLP
including David Toswell
, Jeff Trossman, Shlomi Feiner
, Paul Stepak
, Paul Singh
, Mike Hickey, Peter Lee, Jacob Gofman, Saktish Pillai, Josh Whitford, David Colman, Eric Richmond, Jeremy Ozier and Sabrina Radia-Bramwell. Cravath, Swaine & Moore LLP provided US advice with a team led by Erik Tavzel and Len Teti.
The new banking arrangements were overseen by Element’s Treasurer, Karen Martin, with advice from a Blakes team comprising Peter MacGowan
, Jennifer Hancock and Leila Yacoubi, with the lenders advised by a team from Dentons Canada LLP
led by Dennis Wiebe.