Fortis Inc. acquired all of the outstanding shares of UNS Energy Corporation for an aggregate purchase price of approximately US$4.5 billion, including the assumption of approximately US$2 billion of debt.
The acquisition was financed by a US$2-billion non-revolving acquisition term credit facilities and a US$1.8 billion offering of convertible subordinated debentures represented by instalment receipts. The offering consisted of a bought deal public offering of approximately US$1.6 billion and a concurrent private placement of approximately US$200 million.
Fortis was represented in-house by Ron McCabe, Vice President, General Counsel and Corporate Secretary. White & Case LLP advised Fortis on the acquisition with a team that included John Reiss, Richard Burke, Ian Cuillerier, William Dantzler, Mark Hamilton, Dan Haga, David Johansen, Matthew Kautz, Earle O'Donnell and Jane Plomley. Davies Ward Phillips & Vineberg LLP advised Fortis on financing matters, with a team comprising Jim Reid, Richard Fridman, Robin Upshall and Michael Jemczyk (corporate and securities); Carol Pennycook (banking) and Siobhan Monaghan and Raj Juneja (tax) in Toronto; and Jeffrey Nadler and Scott Tayne (corporate and securities) and Scott Semer (tax) in New York. Snell & Wilmer L.L.P. was Arizona counsel to Fortis. John Green, QC, of McInnes Cooper acted as Newfoundland and Labrador counsel to Fortis.
Baker Botts LLP advised UNS Energy. The Baker Botts team comprised: Bill Lamb, Michael Didriksen, Brendan Dignan and Brittany Uthoff in New York; Don Lonczak in Washington, D.C.; and Matt Kuryla, Rob Fowler, Brandon Essigman and Zach Craft in Houston. Davis Polk & Wardwell LLP was counsel to UNS Energy's financial adviser with a team including Phillip Mills and Francisco Nuñez in New York.
Stikeman Elliott LLP acted as counsel to the underwriters and agents, with a team comprising Joel Binder, Jonah Mann, Corinne Geller and Erisa Mara (securities); Patrick Duffy and Sean Gibson (regulatory) and John Lorito and Katy Pitch (tax). Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as U.S. counsel to the underwriters, with a team comprising Edwin Maynard, Christopher Cummings and Ian Hazlett. Fasken Martineau DuMoulin LLP acted as lending counsel to The Bank of Nova Scotia, with a team that included John Torrey and David Johnson.