Kissner Group Holdings LP acquires NSC Minerals Ltd.

Kissner Group Holdings LP (“Kissner”) completed its acquisition of NSC Minerals Ltd. (“NSC”), a market-leading provider of salt products in Western Canada and the North Central United States, from an investor group led by Altas Partners. Financial terms of the transaction were not disclosed. Citizens Bank, N.A. and Benefit Street Partners, L.L.C. provided financing for the transaction.

NSC is a leading producer of salt and calcium chloride products to provincial, state, and municipal governments, contractors, and industrial customers. NSC offers a wide range of bulk, industrial, and packaged products used in critical applications such as road de-icing. NSC will continue to operate under its existing brand as a subsidiary of Kissner. Its production, packaging and storage facilities in Canada and the United States will remain fully operational.

Headquartered in Overland Park, Kansas, Kissner is a vertically integrated bulk salt, specialty packaged salt and evaporated salt producer focused on governmental and commercial customers in the Great Lakes, Great Plains, Midwest and East Coast regions and Ontario province. Kissner owns and operates two rock salt mines located in Detroit, Michigan and Lyons, Kansas, as well as an evaporated salt business (US Salt) which has a salt refinery in Watkins Glen, New York. Kissner is a portfolio company of Metalmark Capital Holdings LLC and SilvertreeKMC II LP, a venture between Silverhawk Capital Partners and Demetree Salt, LLC, which acquired Kissner from TorQuest Partners in May 2015.

Bennett Jones LLP was lead counsel to Kissner Group Holdings LP and Metalmark Capital on M&A and financing matters with a team led by James McClary and including John Mercury, Kristos Iatridis, Drew Broughton, John Lawless, Nicholas Emter, Alexander Baker, Byron Tse and Samantha Lush (Corporate/M&A), Karen Dawson and Noriko Shimura (Finance), Melanie Aitken, Adam Kalbfleisch and Kyle Donnelly (Competition), Darcy Moch and Marshall Haughey (Tax), Darrel Pearson, Jessica Horwitz and Margaret Kim (Trade/Regulatory), Brad Gilmour and Colm Boyle (Environmental), Carl Cunningham, Susan Seller and Talia Bregman (Employment), Michael Ramsay (Real Estate) and Sebastien Gittens (IP).

Davis Polk & Wardwell LLP represented Kissner Group Holdings LP and Metalmark Capital in the U.S. on financing and M&A matters with a team led by Hilary Dengel and Evan Rosen [reordered to be consistent with remainder of description] and including Joseph Hadley, Jonathan Brown, Nathan Huynh, Sean Pinckney, Michael Davis, Derek Dostal, Christopher Lynch, Mary Marks, Ethan Goldman and Christie Michelle Falco.

Torys LLP represented Altas Partners and NSC Minerals Ltd. with a team led by Matthew Cockburn and that included Stephen Abrahamson, Taylor Overing and Danielle Traub (Corporate/M&A), and Jerald Wortsman (Tax), Simon Williams (Lending), Jennifer Lennon and Brad Tartick (Employment), Tyson Dyck (Environmental), and Omar Wakil and Ian Li (Competition).

McKercher LLP represented the NSC Minerals Ltd. management team with a team led by Jim Gorkoff.

King & Spalding LLP represented Citizens Bank, N.A., as US counsel, with a team led by Bill Fuller and including Sandra Lazorcheck, Kate Fletcher, Jack Cantrell, Sam Hipps and Ariana Johnson.

McCarthy Tétrault LLP represented Citizens Bank, N.A., as Canadian counsel, with a team led by Richard Higa and including William Lee and Tina Peters.

Ropes & Gray LLP represented Benefit Street Partners, L.L.C., as US counsel, with a team led by Joanne De Silva and including Jay Curran, Jordan Bryant and Gala Ades-Laurent.

Stikeman Elliott LLP represented Benefit Street Partners, L.L.C., as Canadian counsel, with a team led by Marie Garneau and including Amy Nugent and Chad Bass-Meldrum.

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