RTL-Westcan Completes Refinancing and Acquires Assets of ECL Transportation

On April 7, 2010, Edmonton-based RTL-Westcan Limited Partnership, a private portfolio investment of TriWest Capital Partners Limited Partnership No. II, successfully completed a Canada-led offering of $130 million of senior secured second lien guaranteed notes. The note offering was managed by Scotia Capital Inc. as sole book-running manager, with TD Securities Inc. and CIBC World Markets Inc. as co-managers. Concurrent with the offering, RTL-Westcan also completed a secured first lien credit facility with The Bank of Nova Scotia and ATB's Corporate Financial Services. RTL-Westcan used the net proceeds from the offering and the secured first lien credit facility to repay existing indebtedness, for working capital and to fund the acquisition of substantially all of the assets of Calgary-based ECL Transportation Ltd., which was completed concurrently with the closing of the offering and credit facility.

RTL-Westcan is a leading Canadian transport business participating in the for-hire trucking segment serving customers primarily in Alberta, British Columbia, Saskatchewan, the Yukon Territory and the Northwest Territories.

ECL was principally engaged in commodities hauling and freight services in western Canada and the Pacific Northwest US and has three core hauling competencies — fuel, propane and freight.
Founded in 1998, TriWest Capital Partners is one of Canada's leading private equity firms with more than $425 million of committed capital.

Bennett Jones LLP advised RTL-Westcan in connection with the note offering, the credit facility and the acquisition of ECL Transportation assets with a team in its Calgary and Toronto offices including Bryan Haynes, Neil Stevenson, Carolyn Simpson and Jeremy Russell (acquisition); Paul Farion, Kahlan Mills and Joel Gaucher (note offering); Patrick Brennan, Denise Bright, Michael Chow, Ryan Schindel and Kieran Ryan (banking matters, new credit facility, discharge of old credit facility); Adam Kalbfleisch (competition and Transport Canada); John Gilmore (employment); Stephen Burns (privacy and intellectual property) and Scott Bodie (tax).

Borden Ladner Gervais LLP advised ECL and its principals in connection with the sale of assets by ECL to RTL-Westcan. The Calgary-based team comprised Brian Roberts, Matthew Webster and Scott Cedergren (sale) and Colin MacDonald (competition).

Stikeman Elliott LLP represented Scotia Capital Inc., TD Securities Inc. and CIBC World Markets Inc. with a team in Toronto comprising D'Arcy Nordick, Ruth Elnekave and Andrew Grant (note offering) and Jennifer Legge and Meaghan Obee Tower (credit facility).

Miller Thomson LLP advised The Bank of Nova Scotia as lead arranger and administrative agent in connection with the secured first lien credit facility with a team that comprised Nora Osbaldeston, Tom Tower, Elizabeth Hutchison, Michael Morcom and James Proskurniak.

Davis LLP represented and advised various management investors in connection with the formation of the new limited partnership, credit facility and acquisition in addition to other banking matters, utilizing a team from its Edmonton office inclusive of Douglas Shell, QC, Colin Lipsett, David Stratton, QC, Donald Wilson, Debbie Dresen and Jonathan Cummings as well as Cynthia Levy from its Yellowknife office.