Sageview Acquires Assets of ACE Aviation Holdings

On October 16, 2007, a consortium consisting of Sageview Capital LLC, a private investment firm, and KKR Private Equity Investors, L.P., the publicly traded fund of Kohlberg Kravis Roberts & Co. (KKR) completed the acquisition through ACTS Aero Technical Support and Services & Services Inc. (New ACTS) of the assets of ACE Aviation Holdings Inc.'s (ACE) wholly owned maintenance, repair and overhaul subsidiary, ACTS LP (ACTS). On closing, ACE received net cash proceeds of $723 million. Within six months of closing, ACE may receive up to an additional $40 million in cash proceeds, from funds held in escrow, conditional upon the completion of certain supplier contracts within specified terms. ACE retained a 23 per cent equity interest in New ACTS.

Financing for the transaction was provided through a first lien credit facility in the amount of up to $500 million and a second lien credit facility in the amount of up to $225 million. Lehman Brothers Inc. was the sole lead arranger and Lehman Commercial Paper, Inc. (Lehman) was the administrative agent in respect of the first lien facility and collateral agent in respect of both facilities. Woodbridge Investments Inc., an affiliate of The Woodbridge Company Limited (Woodbridge) was the sole lender under the second lien facility.

Sageview, KKR and New ACTS were represented by a team from Simpson Thacher & Bartlett LLP which included Sean Rodgers, Andrew Calder and Jeffrey DeMartino (M&A), Alvin Brown (employee benefits), Marissa Wesely and Alexandra Kaplan (credit) and a team from Osler, Hoskin & Harcourt LLP, which included Warren Katz, Daniel Yelin, Eric Blondeau, Eva Gazurek and Hugo-Pierre Gagnon (corporate), Elaine Marchand and Didier Frechette (tax), Constantine Troulis and Lida Bucyk (financial services), Douglas Rienzo, Francois Parent and Julien Ranger-Musiol (pensions and benefits), Peter Glossop and Kevin Ackhurst (competition/antitrust), and Damian Rigolo and Kari Abrams (labour and employment).

ACTS was represented by its chief legal officer, Nicolas Vanasse. ACE and ACTS were represented by a team from Stikeman Elliott LLP which included Jean Marc Huot, France Margaret Bélanger, Gayle Noble, Tania Djerrahian and Marie-Pier Trudeau (corporate), Robert Hogan and Frank Mathieu (tax), Gary Nachshen (pension and benefits), Sterling Dietze and François Ouimet (financial services) and Valérie Mac-Seing and Mathieu Locas (real estate).

Lehman and the lenders were represented by a team from Milbank, Tweed, Hadley & McCloy LLP, which included John Cobb and Eliza McDougall and a team from Blake, Cassels and Graydon LLP which included Michael Harquail, Simon Finch, Aimee Yee and Marc-Antoine La Rochelle. Goodmans LLP also acted as counsel to Woodbridge with a team which included Jim Riley, Celia Rhea and Elisabeth Cleghorn (banking & finance). BCF LLP also acted as Quebec counsel to Woodbridge with a team which comprised Keyvan Nassiry and Martin Jannelle.