On September 14, 2018, Boralex Inc. (“Boralex”), a Canadian leader in the development and operation of renewable energy facilities and France’s largest independent producer of onshore wind power, completed the acquisition of all of the economic interests of Invenergy Renewables, LLC (“Invenergy”) in five wind farms in Québec, for a total cash consideration of approximately $215 million.
As a result of the acquisition, Boralex holds an indirect 51% interest in each of the Des Moulins I & II and Le Plateau I projects, with the remaining 49% being indirectly held by Caisse de dépôt et placement du Québec (la “Caisse”). Boralex also holds a 50% and 60% indirect interest in the Roncevaux and Le Plateau II projects, respectively, with the remaining 50% and 40% interests being indirectly held by local community partners.
The transaction was financed through a $207 million public offering of subscription receipts on a bought deal basis with a syndicate of underwriters led by National Bank Financial and RBC Capital Markets, and a concurrent $51.8 million private placement of subscription receipts with la Caisse. Each of the five projects has secured long-term project financing from syndicates of international financial institutions totaling approximately $550 million. Boralex became the sponsor under such project financings as part of the acquisition.
Boralex was represented in-house by Pascal Hurtubise (Vice-President, Chief Legal Officer and Corporate Secretary), Sive Burns (Senior Legal Counsel), Marylène Gargour (Senior Legal Counsel) and Sébastien Géhu (Legal Counsel) and by Stikeman Elliott LLP, with a team including David Massé, Dominique Rolland, Jules Dumas-Richard, Vanessa Clusiau and Stefan Vrinceanu (M&A), Julien Michaud and Antoine Champagne (Securities), Franco Gadoury, Philippe Kattan and Nicholas Blach (Tax), Maxime Jacquin, Philippe Bernier-Cormier and Charles-William Duval-Ouimet (Project Finance), Guillaume Boudreau-Simard (Litigation), Matthew Liben (Insurance), Bertrand Ménard (Real Estate), Eveline Poirier and Michèle Robichaud (Labour), Myriam Fortin (Environment), Jeffrey Brown and Megan MacDonald (Regulatory).
Invenergy was represented by McCarthy Tétrault LLP, with a team including Louis-Nicolas Boulanger, Matthieu Rheault, Marc Dorion, Jacob Stone, Karina Gagnon, Alexandre Saulnier-Marceau, Isabelle Pépin-Lapointe and Camille Marceau (M&A), François Dupuis and Sunny Yang (Project Finance), Danielle Drolet and Danielle Gagnon (Real Estate), Diana Theophilopoulos (Labour), Dominique Amyot-Bilodeau (Environment), Dominic Thérien (Regulatory) and Marc-Alexandre Hudon (Litigation). Invenergy was also represented with respect to certain tax matters by Fasken Martineau DuMoulin LLP with a team including Ryan Rabinovitch.
The underwriters of the public offering were represented by Norton Rose Fulbright Canada LLP, with a team that included Stephen Kelly, Amelie Metivier, Lady Africa Sheppard, Thomas Charest-Girard, Pier-Olivier Poisson, Julia Godolphin (Securities) and Derek Chiasson (Tax).
With respect to the private placement, la Caisse was represented in-house by Francois Duquette and Camille O’Carroll, and by Fasken Martineau DuMoulin LLP, with a team that included Jean-Pierre Chamberland, Jean Michel Lapierre and Marie-Josée Neveu (Securities). With respect to its 49% indirect interest in the Des Moulins and Le Plateau I projects, la Caisse was represented in-house by Francois Duquette and Camille O’Carroll, and by a team from Norton Rose Fulbright Canada LLP that included Nicolas Labrecque, Peter Riddell and Pierre-François Tétreault (Corporate), Robert Borduas and Pierre-Olivier Tremblay (Banking) and Antoine Desroches (Tax).
The syndicates of lenders for the Des Moulins I and II projects were represented in the United States by Morgan, Lewis & Bockius LLP with a team including Nancy Persechino and Brandon Tanguay, and in Canada by Gowling WLG (Canada) LLP with a team including David Kierans, Marie-France Béland and Émilie Clairoux. The Gowling WLG team also represented the syndicate of lenders for the Roncevaux project. The syndicates of lenders for the Le Plateau I and Le Plateau II projects were represented by McCarthy Tétrault LLP with a team including Joe Palin, Trevor Morawsky and Eve Tessier.