Teranet Extends Exclusive Licences and Raises $1.575B

On December 16, 2010, Teranet Inc., a subsidiary of Ontario Municipal Employees Retirement System (“OMERS”), and the Province of Ontario entered into a transaction to renew their long-standing public-private partnership by extending Teranet's exclusive licences to provide electronic land registration and writs services in Ontario for an additional 50 years to 2067. Pursuant to the transaction, Teranet made an upfront payment of $1 billion to the province. The agreements entered into in connection with the transaction include commitments by Teranet to ensure Ontario's electronic land registration system and writs system remain modern, user friendly, reliable and secure.

Teranet was represented by John Knowlton, Executive Vice President and General Counsel of Borealis Infrastructure Management Inc., the infrastructure investment arm of OMERS, and Zahir Manek, General Counsel of Teranet Inc., with assistance from McCarthy Tétrault LLP. McCarthy Tétrault's team included David Lever, Wendy Gross, Suzanne Murphy, Lara Nathans and Beatriz Orrantia (business law); Gordon Sato (real property) and Jerald Wortsman, Brian Pel and James Warnock (tax).

The province was represented by Malle Hanslep and Anthony Golding of the Ministry of Finance and Ministry of Revenue, Hillary Niles of the Ministry of Government Services and Brandon Parlette of the Ministry of the Attorney General, with the assistance of Stikeman Elliott LLP. Stikeman Elliott's team included Philip Henderson, Aaron Fransen and Craig Broadhurst (business law); Stuart McCormack and Alexandra Stockwell (IP/IT); Ronald Durand and Alan Kenigsberg (tax) and John Judge (litigation).

Contemporaneously with the closing of the transaction with the province, Teranet Holdings LP, the parent of Teranet Inc., raised $1.575 billion by way of a private placement of senior secured debt in four series: $475 million of 3.531 per cent senior secured bonds due 2015, $450 million of 4.807 per cent senior secured bonds due 2020, $450 million of 5.754 per cent senior secured bonds due 2040 and $200 million of 3.270 per cent real return senior secured bonds due 2031.

The bonds were offered through a syndicate of agents that was co-led by Scotia Capital Inc., BMO Nesbitt Burns Inc. and RBC Capital Markets and included TD Securities Inc., CIBC World Markets Inc. and National Bank Financial Inc.

McCarthy Tétrault LLP represented Teranet with a team that included Andrew Parker, David Woollcombe, Justin Lapedus, Matthew Cumming, Ana Badour, Leslie Milroy and Ryan Hornby (business law) as well as Gabrielle Richards (tax).

Torys LLP represented the agents with a team that included Philip Mohtadi, Erin Smart, Catrina Card, Tom Zverina and Jon Reay.