On December 13, 2007, Onex Corporation (Onex) indirectly acquired Husky Injection Molding Systems Ltd. (Husky) for aggregate consideration of $960 million. The acquisition was completed by way of a statutory plan of arrangement pursuant to which all of the issued and outstanding common shares of Husky were indirectly acquired by Onex for $8.235 per share, other than shares held by Robert Schad, Husky's controlling shareholder, his spouse, Elizabeth Schad and their holding company, which were acquired for $8.10 per share for the shares held by the Schads and Husky. The consideration paid to certain management shareholders of Husky was paid in shares of the acquisition vehicle. The acquisition was funded in part by senior credit facilities in the aggregate principal amount of US$520 million provided by a syndicate of lenders led by Royal Bank of Canada (Royal Bank).
Onex makes private equity investments through the Onex Partners and ONCAP family of Funds. Through these Funds, which have third-party capital as well as Onex capital, Onex generates annual management fee income from third-party capital and is entitled to a carried interest on that capital. The third-party capital under management currently has a value of approximately $5 billion. Onex also has a Real Estate Fund. Onex's operating companies generate annual revenues of $33 billion, have assets of $37 billion and employ 227,000 people worldwide.
Husky is a global supplier of injection molding equipment and services to the plastics industry. It is headquartered in Bolton, Ontario, and has manufacturing facilities in Canada, the United States, Luxembourg and China.
Onex's legal team was led by Vice President and General Counsel Andrea E. Daly. Onex was represented by Goodmans LLP with a team that included Dale Lastman, Neill May, Jennifer Sernaker and Eric Robb (corporate/securities); Mitchell Sherman and David Veneziano (tax); Jay Feldman, Vanessa Yeung and Peter Hawkings (financing); Tom Friedland (litigation); Amalia Trister and Jaclyn Seidman (IP); Jana Steele (pensions); Joe Morrison (employment); and Tom Macdonald and Dan Shapira (real estate); and by Fried, Frank, Harris, Shriver & Jacobson LLP with a team that included David Golay and Liang Tsui (corporate), Craig Arnott and Peter Guryan (antitrust), Jonathan Lewis (executive compensation and employee benefits) and Lisa Levy (tax).
Husky's legal team was led by Vice President and General Counsel Michael P.J. McKendry. Husky was represented in Canada and the United States by Torys LLP with a team that included Peter Jewett, John Emanoilidis, Danial Lam, Andrew Prodanyk and Jim Miller, (corporate/securities); Andrew Beck (US securities); Christina Medland and Mitch Frazer (pension and employment); Robin Coster (intellectual property); Adam Delean and Amanda Balasubramanian (financing); John Unger and Bari Zahn (tax); Dennis Mahony (environmental); Omar Wakil, Craig Pell and Marleen Ohlsson (antitrust), Don Roger (real estate) and Linda Plumpton and Stuart Svonkin (litigation).
Shearman & Sterling LLP represented RBC Capital Markets as sole lead arranger and sole bookrunner for the senior credit facilities. The facilities were US$520 million. Michael Baker was the partner on the deal. Associates involved in the deal were Nicole Kearse, Andrew Giddings and Joanna Leung.
Royal Bank was also represented by Osler, Hoskin & Harcourt LLP with a team that included Michael Matheson, Joyce Bernasek and Brodie Swartz (financial services).