North American Construction Group is Acquired

Edmonton-based North American Construction Group Inc. was acquired by an investor group comprised of Houston, Texas-based Sterling Group, Genstar Capital, LP, Perry Strategic Capital Inc., Stephens Group Inc., BNP Paribas, management of North American Construction Group and others. The deal closed on November 26, 2003, and the total purchase price was approximately $400 million.

The acquisition was financed by a syndicated bank financing, a cross-border senior unsecured note offering and a private equity offering. BNP Paribas and RBC Capital Markets Inc. acted as initial purchasers on the note offering. For the bank financing, Royal Bank of Canada acted as administrative agent and BNP Paribas acted as syndication agent.

Sterling Group was represented in Canada by Borden Ladner Gervais LLP, with a team that included Frank Callaghan and Howard Silverman (banking), Rick Coburn (environmental), Adam Fanaki (competition), Stephen Heller (tax), Conor Fitzpatrick, Christopher Toal, Ross DeBoni, Eva Chan, Nathan Chan, Brennan Carroll and Jonathan Willson (tax) and Colin Simpson, Halla Elias, Donald Bird, Maria Doerksen, Cora Miller, Ryan Smith and Ken Andersen; and in the US by Bracewell & Patterson, LLP in Houston, with a team that included John Bland, Thomas Manford, III, Eric McCord and Allison Bech (transaction), Gary Orloff, Kevin Trautner and Troy Harder (note and equity offerings) and William Hayes, Dale Smith and Joanna Schaefer-Nami (bank financing).

North American Construction Group, North American Equipment Ltd. and Norama Ltd. were represented by Fraser Milner Casgrain LLP, with a team that included Richard Cruickshank, Robert Roth, Rich Miller, Colleen Cebuliak, and Barry Zalmanowitz (competition), Fausto Franceschi (employment) and Leah Tolton and Dana Bissoondatt.

In connection with the note offering, the underwriters were represented in Canada by Stikeman Elliott LLP, with a team that included William Scott and Lewis Smith. In the US BNP Paribas was represented by O’Melveny & Myers LLP in New York, with a team that included Cristopher Greer, Todd Greene, Rebecca Siegel and Tessa Deutsch; and RBC Capital Markets was represented by Jim Prince and Stephen Gill of Vinson & Elkins LLP in Houston.

In connection with the bank financing, BNP Paribas and Royal Bank of Canada were represented in Canada by Macleod Dixon LLP, with a team that included Howard MacKichan, Ian MacRae, Alan Harvie, John Fitzgerald, Edward Heakes, Stephanie Stimpson, Darren Hueppelsheuser, Daneiel Pichette and Ryan Rovere; and in the US by O’Melveny & Myers in Los Angeles, with a team that included Matt Kirby, Gregory Robins and Melynda Bortnak.