2223890 Alberta Ltd. acquisition of Rocky Mountain Dealerships

On Dec. 22, 2223890 Alberta Ltd. (“AcquireCo”), a company controlled by Matthew Campbell and Garrett Ganden (the chairman of the board, and president and chief executive officer, respectively, of RMDI) completed the acquisition and go-private transaction of Rocky Mountain Dealerships Inc. (“RMDI”). Under the transaction, AcquireCo acquired all issued and outstanding shares of RMDI for a purchase price of $7.41 per share, other than certain shares indirectly owned by Matthew Campbell, which amounted to a total purchase price of approximately $128 million, by way of a plan of arrangement. The transaction valued RMDI at $195 million on an enterprise basis, including debt (net of cash) and lease obligations, and excluding floor plan payables. Pursuant to the transaction, RMDI established a special committee of independent directors to review and evaluate the terms of AcquireCo’s proposal, which was unanimously recommended to the board and in turn to the shareholders. The arrangement received approval at the special meeting of RMDI shareholders and by the Court of Queen’s Bench of Alberta. As a result of internal reorganization completed in connection with the transaction, Rocky Mountain Equipment LP (“RME”) now carries on the business of RMDI.

Matthew Campbell and Garrett Ganden partnered with investment funds managed by Westcap Mgt. Ltd. to implement the transaction, which was funded through a combination of equity, financing arrangements with Farm Credit Corporation and a new syndicated financing led by TD Bank.  As part of the transaction, RMDI’s existing floor plan arrangements with Farm Credit Corporation, CNH Industrial Capital Canada Ltd. / CNH Industrial Canada, Ltd., De Lage Landen Financial Services Canada Inc. and Wells Fargo Capital Finance Corporation Canada were also assigned to RME, amended and updated.

RME is Canada’s largest agriculture equipment dealer with 36 locations across Alberta, Saskatchewan and Manitoba, focusing on the sale, rental and lease of new and used agriculture equipment.

Osler, Hoskin & Harcourt LLP advised AcquireCo with a team consisting of
Robert Lehodey,
Neal Ross,

Kelsey Armstrong,
Jacob Young,

Meg Hiles,
Carson Wetter,

Lindsay Hofer (corporate),
Lorne Carson,

Peter Osmond (banking),
Rob Housman,

Riley Whitlock,
Luke Stretch (real estate),

Kaeleigh Kuzma,
Danielle Chu (competition),

Colena Der (taxation).

Dentons Canada LLP advised RMDI with a team consisting of
Tim Haney,
Nicole Bacsalmasi,

Riley Dearden,
Raveena Benipal (corporate),

Simon Kupi (competition),
Jerry Patterson (litigation).

Gowling WLG advised the special committee with a team consisting of
Greg Peterson
Frank Sur (corporate),

Sunil Joneja (banking),
Ted Thiessen (taxation).

MLT Aikins LLP advised Westcap Mgt. Ltd. and its funds with a team consisting of
Todd Rosenberg (corporate and taxation),
Aaron Vogel (corporate).

Blake, Cassels and Graydon LLP advised TD Bank with a team consisting of
Michael Birch
Maree Bullivant,

Joe Furness (banking),
Garth Anderson,

Stewart Harms,
Janna Newman (real estate).

Lawson Lundell LLP advised Farm Credit Corporation with a team consisting of
Irv Laskin
Jyotika Reddy,

Brenda Lightbody,
Mona Ying,

Chat Ortved,
Rachelle Wong (corporate).

DLA Piper (Canada) LLP advised CNH Industrial Capital Canada Ltd. / CNH Industrial Canada, Ltd. with a team consisting of
David Stratton,
Rachel Hamilton,

Alvin Mak (corporate).