Kelso & Company (“Kelso”), through funds managed by it, completed the acquisition of EACOM Timber Corporation (“EACOM”) (TSX-V: ETR) by way of take-over bid for an aggregate purchase price of approximately $258 million, with 95 per cent of the shares deposited pursuant to the bid and the balance to be acquired by way of compulsory acquisition.
New York-based private equity firm Kelso is currently investing its eighth investment partnership, Kelso Investment Associates VIII, L.P., with $5.1-billion of committed capital. Montreal-based EACOM is in the business of manufacturing, marketing and distribution of lumber, wood chips and wood-based value-added products, as well as the management of forest resources.
Kelso was represented in Canada by Goodmans LLP with a team that included Stephen Halperin, Sheldon Freeman, Brad Ross and Jeremy Weisz (corporate/M&A); David Nadler and Ronna Weatherly (banking & finance); Glenn Ernst, Mitch Sherman and Kenneth Saddington (tax); Maureen Berry (executive compensation); and Amalia Berg (IP) and Jeffrey Shore (real estate).
Miller Thomson LLP represented Kelso with respect to forestry and certain other due diligence related matters with a team that included Antonio Fratianni and Eleni Tsatoumas (forest regulatory); Adina-Cristina Georgescu (environmental, Quebec); Beatrice Arronis (labour/employment, Quebec); and Scot Diamond (real estate, Quebec) and Michael Wren (real estate).
Debevoise & Plimpton LLP represented Kelso in the US with a team led by Margaret Davenport, which included Caitlin Gib-son (corporate/M&A), Jonathan Lewis and Alan Yurowitz (executive compensation); David Schnabel and Michael Bolotin (tax) and Stuart Hammer (environmental).
EACOM was represented by Dentons LLP with a team led by Catherine Wade, which included Sandy Walker (competition and anti-trust); Michael Stephens, Elsa Adamick, Sam Khajeei and Patrick Dowler (corporate/M&A) and Simon Gauthier (forestry) in Canada; and Stephen Libowksky (competition and anti-trust) and Michelle Shapiro (FCPL) in the US; and Neil Nichol-son (FCPL) in the UK.
The Special Committee of EACOM was represented by Blake, Cassels & Graydon LLP with a team that included Peter Kalbfleisch, Steven McKoen, Michelle Audet and Caroline Clapham (corporate/M&A) and Kevin Zimka (tax).
Norton Rose Fulbright Canada LLP represented the financial advisor appointed to advise EACOM and the special committee of the board of directors with a team that included Janet Howard (corporate/M&A).
Fairfax Financial Holdings Limited was represented by Torys LLP with a team that included David Chaikof, Phil Mohtadi and Stephen Abrahamson (corporate/M&A).