Greenbriar and Berkshire Acquire GM’s Electro-Motive Diesel from GM

On April 4, 2005, General Motors Corp. and certain of its affiliates completed the sale of GM’s Electro-Motive Diesel (EMD) division to an investor group led by Greenbriar Equity Group LLC and Berkshire Partners LLC. Terms of the transaction were not disclosed. At the time of the closing of the sale, affiliates of the purchasers entered into an agreement with a syndicate of lenders led by Wachovia Capital Finance Corp. (Central) as agent to provide senior asset-based credit facilities. GM also agreed to provide a portion of the financing relating to the sale.

EMD designs, manufactures, markets, sells and services freight and passenger diesel-electric locomotives and diesel marine and power generation products for use worldwide. The sale covered substantially all of EMD’s businesses including manufacturing facilities in LaGrange, Illinois and London, Ontario.

Osler, Hoskin & Harcourt LLP acted as Canadian counsel for GM, under the direction of Christina Cuthbert, Julie Muirhead and Elisabeth Campin of General Motors of Canada Ltd., and Anne Larin, Raymond Krause, Anne Buscaglia, Steve Cernak and Mark Pieroni of General Motors Corp. The Osler team consisted of Steve Smith, Patrick Donnelly and Peter Simeon (corporate), Heather McKean, Tim Meadowcroft and Janet Lee (real property and financial services), Radha Curpen (environmental), Peter Franklyn (competition), Tony Devir (pensions), Damian Rigolo (labour) and Andraya Frith (intellectual property). GM was represented by Mayer, Brown, Rowe & Maw LLP in the US with a team that included Elizabeth Raymond, Michael Murray, Isela Morales and Mackenzie Phillips
(corporate), John Lawlor, Patricia Gentry and Parita Singla (finance),Thomas Bottomlee (tax); Debra Hoffman (employee benefits), and Scott Perlman and Adrian Steel, Jr. (competition).

The purchasers were represented by Tom Rissman, Laural Jin and Alison Madauss of McLachlan, Rissman & Doll in Chicago; and Philip Smith, Shari Wolkon, Alyson Allen, David Carter and Deidre Johnson of Ropes & Gray LLP in Boston, along with Coke Cherney in the Washington office. McCarthy Tétrault LLP acted as Canadian counsel with a team that included David Armstrong (corporate), James Archer (financial services), Robb Macpherson and Sunil Kapur (employment), Greg Winfield (pensions and benefits), Doug Hamilton (environmental), Bram Costin (real property), Oliver Borgers and Alan Diner (competition) and Douglas Cannon (tax).

Wachovia was represented in Canada by Jean Anderson, Steven Kresak and Cathy Costa (finance) and Ira Barkin (real estate) of Goodmans LLP; and in the US by David Morse, Daniel Greenstein, Michael Loesberg and Jim Cretella of Otterbourg, Steindler, Houston & Rosen, PC.