Transcontinental Inc. acquires the business of Coveris Americas and completes subscription receipts offering

On May 1, 2018, Transcontinental Inc. (TSX: TCL.A), a leader in flexible packaging in North America and Canada’s largest printer, completed the transformational acquisition of the business of Coveris Americas, a leading flexible packaging business based in Chicago, Illinois, for a purchase price of approximately $1.72 billion, subject to customary purchase price adjustments. 

To finance part of the purchase price for the acquisition, Transcontinental completed on April 20, 2018, a $287.5 million bought-deal public offering of subscription receipts, inclusive of the exercise in full of the $37.5 million over-allotment option, led by CIBC Capital Markets and Scotiabank, and entered into new credit facilities on April 25, 2018, in the amount of $400 million and US$750 million. 

Transcontinental Inc. was represented in-house by a legal team led by Christine Desaulniers, Isabelle Lamarre and Viktorya Aksoy, in Canada by Stikeman Elliott LLP with a team led by Sidney Horn, Pierre-Yves Leduc, Vanessa Coiteux, Jérémie Ste-Marie, Gabrielle Daoust and Luke Sinclair (M&A and securities), Sterling Dietze, Serge Levy and John Simpson (banking), and Franco Gadoury and Nicholas Grenier (tax), and in the United States by Morgan, Lewis & Bockius LLP with a team led by Richard Aldridge, Barbara Melby, Andrew Mariniello, Karen Butcher, Michael Baxter, David Miller and Michelle Catchur (M&A), David Sirignano and Leland Benton (securities), Paul Gordon and Benjamin Weiss (tax) and Harry Robins and Andrew Wellin (regulatory/antitrust). 

Coveris Americas was represented by Kirkland & Ellis LLP with a team led by corporate partners Douglas Gessner, Jeremy Liss, Matthew Arenson and Jessica Sicsu. Coveris was represented in Canada by DLA Piper (Canada) LLP with a team led by corporate and securities partner Robert Fonn and including Nicole Kapos (corporate), Kevin Fritz (tax), Stephen Morris (real estate) and Dave Spratley (IP). 

The underwriters in the bought-deal public offering and the lenders under the new credit facilities were represented by McCarthy Tétrault LLP with a team led by Patrick Boucher, Fraser Bourne, Isabelle Nazon and Konstantin Sobolevski (securities) and Michel Deschamps, Richard O’Doherty and Étienne Guertin (banking).