IFM Investors, Ontario Teachers’ joint acquisition of Enwave’s Canadian district energy operations

On June 7, 2021, Ontario Teachers’ Pension Plan Board ("Ontario Teachers") and IFM Investors officially took ownership of Enwave Energy Corporation. Under the terms of a definitive agreement with Brookfield Infrastructure announced on Feb. 2, 2021, IFM Investors and Ontario Teachers’ jointly acquired a 100 per cent interest in the Canadian district energy operations owned by Enwave Energy Corporation for $2.8 billion on an enterprise value basis. The second infrastructure investment made together, IFM Investors and Ontario Teachers’ will retain the Enwave brand as part of the transaction and each own 50 per cent of the company.

Enwave is one of the largest commercial operators of community-based thermal energy systems in North America, aiming to develop reliable, scalable and sustainable energy solutions tailored to the unique needs of municipalities, commercial developments, hospitals, and residential communities.

BMO and the other lenders will make available to a subsidiary of the Sponsors a term loan facility and a revolving capital expenditure facility. The acquisition of Enwave’s Canadian business will be partially financed by the term loans. The loan value is confidential. Scotiabank and TD Securities are acting as joint financial advisors to Brookfield Infrastructure.

Torys LLP represented IFM Investors and Ontario Teachers’ with a team that included
Krista Hill,
Laurie Duke,
Stephen Neil,
Jesse Leonard (corporate/M&A),
Amanda Balasubramanian,
Scott Kraag,
Tyrel Henderson (financing),
Simon J.C. Williams (derivatives),
Darryl Hiscocks,
Susan Nickerson,
Christophe Cinqmars-Viau (pensions and employment),
Sabrina Gherbaz,
Rose Chen (real estate),
Jonathan Myers (energy regulatory),
Dany Assaf,
Eric Patenaude (foreign investment and competition),
Tyson Dyck,
Henry Ren,
Emily Stewart (environmental),
Jerald Wortsman,
Benjamin Mann (tax),
Edward Fan,
Michele Clarizio (intellectual property),
Molly Reynolds,
Ronak Shah (privacy).

Mayer Brown LLP represented Brookfield Infrastructure.

Goodmans LLP also represented Brookfield Infrastructure.

Stikeman Elliott LLP is acting as Canadian counsel to Bank of Montreal (“BMO”), as administrative agent, joint bookrunner and lead arranger, and a club of lenders in connection with the acquisition.