Fortress Investment Group forms Central Maine & Québec railway, acquires assets of MMA

McMillan LLP and Sidley Austin LLP represented Fortress Investment Group in the purchase of the assets of the Montreal, Maine & Atlantic Railway (MMA), which was subject to bankruptcy court protection following the tragic derailment at Lac-Mégantic, Quebec that occurred on July 6, 2013.

McMillan organized and obtained regulatory approvals for Central Maine & Québec Railway Canada Inc., a new Canadian federal railway company, and Sidley Austin organized its American counterpart, Central Maine & Quebec Railway US Inc., with the new railway business purchasing the MMA assets out of a cross-border insolvency.

The sale agreement was signed on December 12, 2013, the US side of the transaction completed on May 15, 2014, followed by the Canadian side on June 30, 2014.

Fortress was represented internally by a team consisting of Ken Nicholson, Kevin Krieger, Dexter Samida and Kyle Johnston.

McMillan represented Fortress from its Toronto, Montreal and Vancouver offices with a team led by François Tougas (rail, regulatory, commercial) and Waël Rostom (restructuring/insolvency and commercial). Other firm members included: Charles Chevrette (M&A); Stéphanie Hamelin (environmental and real property); Marc-André Morin (insolvency and litigation); Ryan Gallagher (rail, regulatory and customs); Peter Botz (international and corporate tax); Henry Krupa (environmental); Phillip Duffy (real property); Robert Boyd and David Mc-Innes (labour and employment) and Jamie Wilks (commodity tax).

Fortress was represented by Sidley Austin’s Washington and Chicago offices, with a team led by Terry Hynes (M&A and commercial); and assisted by Jeffrey Steen (bankruptcy); Matthew Linder (bankruptcy); Suresh Advani (tax) and Hanna Chouest (rail regulatory).

MMA Canada was represented by Gowling Lafleur Henderson LLP’s Ottawa and Montreal offices, with a team led by Henry Brown (now at the Federal Court of Canada); Pierre Legault (transportation & commercial); and Patrice Benoît (insolvency); assisted by Alain Lalonde (commercial, real property); Marc-André Godard (commercial) and Alexander Bayus (insolvency).

Richter Advisory Group Inc., the Monitor for MMA Canada was led internally by Andrew Adessky and Gilles Robillard and advised externally by Sylvain Vauclair of Woods LLP, Montreal.

The estate of MMA was represented by Bernstein, Shur, Sawyer & Nelson, P.A., with a team of Robert Keach (Trustee) and Sam Anderson in Portland, Maine.

The City of Lac-Mégantic was represented by Paul Wayland, Jean-François Girard and Louis Coallier of Dufresne, Hébert, Comeau in Montreal.

Creditors in connection with the transaction were represented by numerous counsel in Canada and the United States. The Province of Québec was represented internally by Frédéric Maheux in Quebec. The Canadian Transportation Agency was represented internally by John Dodsworth in Ottawa.

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