Sherritt International Sells Coal Assets

Sherritt International Corporation completed the sale of its Canadian coal business for a total consideration of $946 million. Sherritt's coal business was the largest thermal coal business in Canada. Under the terms of the three party transaction, announced December 24, 2013, Sherritt's operating coal assets, described as the Prairie and Mountain Operations, were sold to Westmoreland Coal Company for a total consideration of $465 million and its royalty interests in coal and potash were sold to a group led by Altius Minerals Corp., which included Liberty Metals & Mining Holdings, LLC, for a cash consideration of $481 million. The transaction was completed by way of a plan of arrangement.

Sherritt is involved in the mining and refining of nickel from lateritic ores with operations in Canada, Cuba and Madagascar. The Corporation is the largest independent energy producer in Cuba, with extensive oil and power operations on the island. Sherritt licenses its proprietary technologies and provides metallurgical services to commercial metals operations worldwide.

Westmoreland is the oldest independent coal company in the United States, whose coal operations include sub-bituminous coal mining in the Powder River Basin in Montana and Wyoming, and lignite mining operations in Montana, North Dakota and Texas.

Altius is focused on the mining and resources sector through prospect generation and the creation and acquisition of royalties.

Sherritt International Corporation was represented by an in-house team led by Adam Segal and Ward Sellers in Toronto, together with Lynette Stanley-Maddocks at Sherritt Coal in Edmonton. Sherritt was assisted and externally by Torys LLP with a team led by Mike Pickersgill (corporate/M&A), with Alison Harnick, Braden Jebson, Tony Cioni, Renee Matthews, Janan Paskaran, Yvan Moquin and John Cameron (corporate); Nina Mansoori, Alison Lacy and Adam Delean (lending); Andrew Bedford (real estate), Omar Wakil and Arezou Farivar (competition and Investment Canada); Andrew Gray and David Wood (litigation); Peter Keenan and Ari Feder (US tax); Susan Nickerson (pensions) and Tyson Dyck (environmental). Felesky Flynn LLP acted as special tax counsel to Sherritt with a team including James Yaskowich, John Gilbert and Michael Dolson; and Dentons Canada LLP supported Sherritt Coal in Edmonton with a team led by Leanne Krawchuk with Michael Beard and Jonathan Cummings (mining, corporate and commercial, M&A); Don Sommerfeldt (tax), Omolara Oladipo (litigation, environmental) and Terry Williams (Aboriginal).

Westmoreland Coal Co. was represented by an in-house team led by Jennifer Grafton. Gowling Lafleur Henderson LLP and Holland & Hart LLP provided external support. Gowlings was led by Robert Hagerman (corporate/M&A) with Gordon Chmilar (corporate/M&A); Ian Macdonald and Mark Paciocco (Investment Canada); Patrick Burgess and Natalie Esposito (title review and land transfers); Sunil Joneja and Maxine Mongeon (financial services); Paul Edwards (litigation); John McClure (tax); and David Corry (employment). Holland & Hart was led by Amy Bolland.

Altius Minerals Corp. was represented by Stikeman Elliott LLP with a team comprising Elizabeth Breen, Paul Rakowski, Warren Ng, Steven Bennett and Nasim Jamasbi (M&A); Emma Parker and Shane Litvack (banking); John Lorito, John O'Connor, Dominic Bédard-Lapointe and Lindsay Gwyer (tax); Michael Witt and Catherine Grygar (real estate); Jeff Brown and Alexandra Stockwell (regulatory); Keith Miller and Allison Sears (environmental) and Geoffrey Holub (litigation); and by John Baker of McInnes Cooper LLP.

Liberty Metals & Mining Holdings, LLC, a subsidiary of Boston‐based Liberty Mutual Insurance, was represented by Blake, Cassels & Graydon LLP with a team led by Bob Wooder and Kathleen Keilty (corporate/M&A) and that included Nadia Kim, Sandra Raath and Garrett Lee (corporate/M&A); Jason Gudofsky (competition) and Kevin Zimka (tax).