Toromont Spins Off Enerflex To Shareholders

On June 1, 2011, Toromont completed one of the largest Canadian spinoffs in the past decade — the spinoff of its natural gas compression and process business, Enerflex Ltd., to Toromont's shareholders as a separate, publicly traded company.

The spinoff was structured as a tax-deferred “butterfly” reorganization for Canadian tax purposes and was implemented by way of a plan of arrangement approved by Toromont's shareholders and sanctioned by the Ontario Superior Court of Justice.

The Enerflex shares distributed in the spinoff had a market value of approximately $1.1 billion based on an estimated allocation of their relative value at the time of the spinoff.

Toromont was represented in-house by David Wetherald, Vice President, Human Resources and Legal. Outside counsel for the transaction was Davies Ward Phillips & Vineberg LLP. The Davies team comprised Kevin Thomson, Lisa Damiani, David Wilson, Mark O'Brien, Tiffany Jung and Nilanka Maldeniya (M&A); Geoffrey Turner and Raj Juneja (tax); Scott Hyman (banking); Derek Ricci (litigation) and Gerald Shepherd (US securities).

Osler, Hoskin & Harcourt LLP assisted Enerflex with its transition to a separate, publicly traded company. The Osler team comprised Robert Lehodey, QC, Neal Ross and Gerald Gaunt (corporate and securities).