On October 30, 2008, Teck Cominco Limited acquired all assets and assumed all liabilities of Fording Canadian Coal Trust by way of a plan of arrangement (the “arrangement”). As a result, Teck now holds 100 per cent of Teck Coal Partnership (formerly the Elk Valley Coal Partnership), the metallurgical coal business from which Fording received substantially all of its cash flow.
Under the arrangement, unitholders of Fording received 0.245 of a Teck Class B subordinate voting share and cash in the amount of US$82 per unit of Fording. In the aggregate, Teck issued approximately 36,829,000 Class B shares and paid approximately US$12.3 billion in cash. Teck financed the arrangement in part by borrowings under a US$4 billion senior term loan facility and a US$5.81 billion senior bridge loan facility (collectively, the “new facilities”), as well as by the sale, prior to the closing of the arrangement, of Teck's approximately 19.6 per cent interest in Fording.
Teck was represented in house by Peter Rozee, senior vice president, commercial affairs, and by Stikeman Elliott LLP with a team comprised of William Braithwaite, Sean Vanderpol, Adam Kline, Robert Galea and Gina You (Toronto), Christopher Nixon and Michael Mestinsek (Calgary), Ralph J. Lutes (Vancouver), and Shawn Neylan and Jennifer MacArthur (regulatory).
Borden Ladner Gervais LLP acted as tax counsel to Teck with a team that included Doug Powrie, Craig Webster and Randy Morphy. Paul, Weiss, Rifkind, Wharton & Garrison LLP provided advice to Teck on US regulatory and legal matters with a team that included Edwin S. Maynard, Andrew J. Foley, Leah C. Fleck, Aun A. Singapore, Anne C. Yip, David R. Sicular (tax) and Mashiho Yuasa (tax). Teck was also represented in connection with the new facilities, as well as in respect of securities compliance matters, by Lang Michener LLP with a team including Bob Cranston, Eric Friedman, Hellen Siwanowicz, Michael Taylor, Andrew Tam and Denno Chen.
Fording was represented by Osler, Hoskin & Harcourt LLP as to Canadian matters by a team that included Frank Turner, Christopher Murray, Stan Magidson, Elizabeth Walker, Adam Taylor, Evan Low, Natalie Munroe, Brent Robinson, Melissa Krishna, Derek Van Doorn, Roula Eatrides and Shaun Wrubell (corporate); Don Watkins, QC and Nancy Diep (tax); Tris Mallett, Colin Feasby and Cynthia Spry (litigation); Lorne Carson and Neil Herle (financial services); Damian Rigolo (labour and employment); Kristin Smith (pensions and benefits); and Peter Glossop, Kevin Ackhurst and Geoffrey Macdonald (competition). Osler also represented Fording with respect to US matters by a team that included Kevin Cramer, Paul Seraganian, Jason Comerford and Jaime Laskis in New York.
The lenders under the new facilities were represented by Blake, Cassels & Graydon LLP with a team that included Michael Harquail and Michelle Laniel (financing); Frank Arnone and Chris Hewat (securities); and Jeffrey Trossman and Wanda Rumball (tax).