HBC Acquires Saks Fifth Avenue

Hudson's Bay Company (HBC) completed its acquisition of Saks Incorporated for US$2.9B.

The all-cash transaction was financed by a combination of US$2.3 billion of new debt financing provided by a syndicate of lenders led by Bank of America and approximately US$1 billion of new equity issued by way of a bought deal prospectus offering of subscription receipts and a private placement of common shares and common share purchase warrants to an affiliate of Ontario Teachers' Pension Plan Board and funds advised by West Face Capital Inc.

Hudson's Bay Company was represented by Stikeman Elliott LLP and Willkie Farr & Gallagher LLP. The Stikeman Elliott team included Ian Putnam, John Ciardullo, Jonah Mann, Kaleb Honsberger, Craig Broadhurst, Laura Levine, Bradley Zander and Kristina Vranjkovic (corporate and M&A); Dean Kraus and Jonathan Willson (tax); Jennifer Legge, Daphne Mackenzie, Courtney Wilson, Matthew Hunt and Vanessa Beamish (banking); Doug Klaassen and Annie Pyke (real estate); Jeffrey Brown (antitrust) and Eliot Kolers (litigation). The Willkie Farr team included Gordon Caplan, Greg Astrachan, Michael Zinder, Cindy Chernuchin, Howard Block, Daniel Phil-ion and Ruchi Patel (corporate and financial services); Jonathan Konoff (antitrust), Henry Cohn, Tyler Ladner and DJ Stauber (tax); Thomas Henry and Elliot Rishty (real estate); Michael Katz and Andrew Shapiro (executive compensation and employee benefits); Jeffrey Korn and Colleen O'Brien (litigation), Eugene Chang and Amir Ghavi (intellectual property); Barbara Block (government relations) and William Thomas (environmental health and safety).

Saks was represented by a Wachtell, Lipton, Rosen & Katz LLP team that included Patricia Vlahakis, Joshua Cammaker, Gordon Moodie, Jenna Levine and Mark Stagliano (corporate, M&A), Damian Didden and Franco Castelli (antitrust), Adam Shapiro and Rohit Nafday (executive compensation and benefits), Joshua Feltman, Gregory Pessin and Emily Johnson (restructuring and finance), Jodi Schwartz and Michael Sabbah (tax).

Ontario Teachers' Pension Plan Board was represented by a Davies Ward Phillips & Vineberg LLP team that included Vincent Mercier, Peter Hong and Jay Galbraith (corporate and M&A); Ian Crosbie and Raj Juneja (tax); Adam Fanaki (regulatory) and Jeff Nadler (US corporate).

West Face Capital Inc. was represented by General Counsel Alexander Singh, with support from Borden Ladner Gervais LLP. Alfred Page (securities) led the BLG team, which included Richard Bennett (tax), and David Surat, Habeeb Syed and William Jones (securities).

Bank of America, N.A. (acting through its Canada branch) acted as agent (Canadian ABL Agent) under an amended and restated $750 million senior, secured asset based loan in favour of Hudson's Bay Company.

Bank of America, N.A. acted as agent (US ABL agent) under a US$900-million senior, secured asset based loan in favour of Lord & Taylor Acquisition Inc., as agent (first lien term agent) under a US$2-billion first lien term loan and as agent (second lien term agent) under a US $300-million second lien term loan, each in favour of HBC.

The Canadian ABL Agent and the US ABL Agent (ABL agents) were represented in the US by Riemer & Braunstein LLP with a team of David Berman, Jason DelMonico, Jaime Koff and Lena Surilov. The first lien term agent and the second lien term agent (term agents) were represented in the US by Cahill Gordon & Reindel LLP with a team of Corey Wright, Juliana Obregon, Justin Greatorex, Shana Hamilton, Jonathan Gross, Jacqueline Bendert, Rebecca Quan and James Clark.

The ABL agents and term agents were represented in Canada by Osler, Hoskin & Harcourt LLP with a team consisting of Kevin Morley, Scott Horner, Constantine Troulis, Ben Leith, Rachel Manno, Michael Podolny, Kathy McGowan and Julie Verconich (banking); Gregory Wylie (tax), Anthony Devir (pensions) and Rod Davidge (real estate).

The underwriters to the HBC financing were represented by Norton Rose Fulbright Canada LLP with a team of Pierre Dagenais, Andrew Bleau, Denno Chen, Bruce Sheiner, Adrienne Oliver, Ed Heakes and Hoori Chitilian.