Macquarie Infrastructure Group (MIG) of Sydney, Australia, through a special purpose vehicle, acquired the subordinated convertible debt of 407 International Inc. held by Capital D’Amérique CDPQ Inc., an affiliate of the Caisse de dépôt et placement du Québec. Upon conversion of the debt, MIG will be entitled to 16.13 per cent of the common shares of 407 (on a fully diluted basis). The deal closed on April 26, 2002.
In a separate transaction, SNC-Lavalin Inc., together with an affiliate, has sold an additional 5.97 per cent of the common shares of 407 (on a fully diluted basis), which will ultimately be held by a wholly owned subsidiary of CINTRA Concessiones de Infraestructures de Transporte SA. At the time of these transactions, the wholly owned subsidiary of CINTRA already held a 61.29 per cent interest (fully diluted) in 407. MIG indirectly owns 40 per cent of CINTRA. The two transactions had a combined value in excess of $670 million.
David McFadden, Rod Seyffert, Paul Harricks, Noreen Flaherty and Ian Macdonald of Gowling Lafleur Henderson LLP in Toronto represented MIG in connection with the acquisition of the CDPQ interest, together with CINTRA in-house counsel Lucas Osorio Iturmendi in Madrid, represented CINTRA in connection with the negotiation of the acquisition of the SNC-Lavalin interest. David Kierans and Léonard Serafini of Gowlings in Montreal, and Robert Milnes and Kelly Murray (corporate matters), Tim Wach and Gloria Geddes (tax), Bruce Graham (competition), Tina Woodside (securities), Carolyn Horkins and John Ormston (litigation) and Chris Alam (secured transactions) in Toronto, assisted. Rodney Stone, assisted by Guy Sanderson, both of Baker & McKenzie in Sydney, led MIG’s Australian legal team, which had responsibility for the legal services in connection with the raising of capital to finance the increase in MIG’s direct and indirect interests in 407. Timothy Gee of Baker & McKenzie in London assisted on various English law matters.
SNC-Lavalin was represented by Rick Dolan, Marie-Andrée Gravel and Pierre Caron of Lavery, de Billy in Montreal. CDPQ was represented in-house by Robert Côté, director, legal affairs, and Pierre Sauvé of Bélanger Sauvé in Montreal; assisted by Nicholas Dietrich and William Schnurr of Gowlings with respect to Ontario law matters.
On the closing of the transactions, Blair Cowper-Smith, Edward Kerwin and Matthew Kelleher of McCarthy Tétrault LLP in Toronto acted for CINTRA. Gowlings turned to Charles Roemers, Stephanie Pautot and Josée Weydert of Kremer Associes & Clifford Chance in Luxembourg for Luxembourg law matters. Jim Janetos, Marc Mercier, Heidi Clark, Lori Lyn Chanda and Jeff Barnes of Fraser Milner Casgrain LLP and Janine Biver of Linklaters Loesch in Luxembourg acted for 407.