Indalex Enters Into DIP Credit Facility and Completes Sale to Sapa

On April 3, 2009, Indalex Limited, and certain of its Canadian affiliates filed for creditor protection under the CCAA. The CCAA proceedings were commenced in coordination with Chapter 11 proceedings commenced in the United States by Indalex's parent company, and its US-based subsidiaries. At the time of the CCAA filing, the Indalex Group was the second largest aluminum extruder in the United States and Canada.

On April 9, 2009, the Indalex Group entered into an $85M DIP Credit Facility with JPMorgan Chase Bank NA as agent for the DIP lenders. In approving the DIP Credit Facility, the court in the Canadian proceedings set out the principled test that should be applied when considering approval of future cross-border DIP guarantees.

Thereafter, Indalex Group commenced a court approved marketing process, and identified a stalking horse bidder, Sapa AB which ultimately became the successful bidder. The transaction was approved via a joint hearing between the Ontario Superior Court of Justice and the United States Bankruptcy Court for the District of Delaware. Total consideration under the agreement was approximately US$150 million. The transaction closed on July 31, 2009.

Blake, Cassels & Graydon LLP acted for Indalex. The Blakes team included Linc Rogers, Katherine McEachern, Jackie Moher, Marc Flynn (restructuring and insolvency); Frank Arnone, Melanie Sanchez (mergers and acquisitions); Michelle Schwartzberg (financial services); Jason Gudofsky (competition); Paul Stepak (tax); John Hutmacher (commercial real estate); Jeffrey Sommers (pensions); and Connie Reeve (labour and employment). In the United States, Indalex was represented by Young Conaway Stargatt & Taylor, LLP with a team led by Michael Nestor, Donald Bowman and Douglas Coats.

McMillan LLP acted for JPMorgan Chase Bank N.A., as administrative agent to the DIP lenders. The McMillan team included Lawrence Crozier, Waël Rostom and Tushara Weerasooriya (restructuring); Jeffrey Rogers, Andrew McFarlane, Catherine Doyle and David Hudson (debt products); Paul Macdonald (litigation); and Robert Antenore and Rosalyn Wallace (commercial real estate). In the United States, JPMorgan Chase Bank NA was represented by Cravath, Swaine & Moore LLP with a team that included James Vardell, III, Robert Trust, B.J. Rosen and Jasse Tomer.

Sapa's legal team was led by Peter Vander Velde, the company's General Counsel for North America. Heenan Blaikie LLP acted for Sapa in Canada with a team that included Henry Bertossi and Michael Henriques (mergers and acquisitions); John Salmas and Kenneth Kraft (restructuring and insolvency); Tim Lawson, Michelle MacGillivray and Stuart Aronovitch (labour and employment); Mark Newton (pensions); Tony Kiru (commercial real estate); Ahab Abdel-Aziz and Lynn Mitchell (environmental); and Peter Clark and Mark Jadd (tax). Buchanan Ingersoll & Rooney PC acted for Sapa in the United States with a team that included Craig Heryford and Sean Moran (mergers and acquisitions); William Schorling and Jeffrey Carbino (bankruptcy); Wendelynne Newton (anti-trust); Lisa Pampena and Barbara Gourley (real estate); Brian Clark, Robert Burns and Michael Killion (environmental and permitting); and Jessica Underwood, Robin Dierbeck, Amelia Konesni and Evan Gelacek (transactional). Eckert Seamans Cherin & Mellot, LLC acted for Sapa in respect of US employment, benefits and labour issues with a team that included William Deopken and Clare Gallagher (employment); Kathryn English (benefits); and Michael Miller and Mark Fontana (labour).

Stikeman Elliott LLP acted for FTI Consulting Canada ULC, in its capacity as court appointed monitor, with a team led by Ashley Taylor and Lesley Mercer.