Kelso & Company Acquires EACOM Timber

Kelso & Company (“Kelso”), through funds managed by it, completed the acquisition of EACOM Timber Corporation (“EACOM”) (TSX-V: ETR) by way of take-over bid for an aggregate purchase price of approximately $258 million, with 95 per cent of the shares deposited pursuant to the bid and the balance to be acquired by way of compulsory acquisition.

New York-based private equity firm Kelso is currently investing its eighth investment partnership, Kelso Investment Associates VIII, L.P., with $5.1-billion of committed capital. Montreal-based EACOM is in the business of manufacturing, marketing and distribution of lumber, wood chips and wood-based value-added products, as well as the management of forest resources.

Kelso was represented in Canada by Goodmans LLP with a team that included Stephen Halperin, Sheldon Freeman, Brad Ross and Jeremy Weisz (corporate/M&A); David Nadler and Ronna Weatherly (banking & finance); Glenn Ernst, Mitch Sherman and Kenneth Saddington (tax); Maureen Berry (executive compensation); and Amalia Berg (IP) and Jeffrey Shore (real estate).

Miller Thomson LLP represented Kelso with respect to forestry and certain other due diligence related matters with a team that included Antonio Fratianni and Eleni Tsatoumas (forest regulatory); Adina-Cristina Georgescu (environmental, Quebec); Beatrice Arronis (labour/employment, Quebec); and Scot Diamond (real estate, Quebec) and Michael Wren (real estate).

Debevoise & Plimpton LLP represented Kelso in the US with a team led by Margaret Davenport, which included Caitlin Gib-son (corporate/M&A), Jonathan Lewis and Alan Yurowitz (executive compensation); David Schnabel and Michael Bolotin (tax) and Stuart Hammer (environmental).

EACOM was represented by Dentons LLP with a team led by Catherine Wade, which included Sandy Walker (competition and anti-trust); Michael Stephens, Elsa Adamick, Sam Khajeei and Patrick Dowler (corporate/M&A) and Simon Gauthier (forestry) in Canada; and Stephen Libowksky (competition and anti-trust) and Michelle Shapiro (FCPL) in the US; and Neil Nichol-son (FCPL) in the UK.

The Special Committee of EACOM was represented by Blake, Cassels & Graydon LLP with a team that included Peter Kalbfleisch, Steven McKoen, Michelle Audet and Caroline Clapham (corporate/M&A) and Kevin Zimka (tax).

Norton Rose Fulbright Canada LLP represented the financial advisor appointed to advise EACOM and the special committee of the board of directors with a team that included Janet Howard (corporate/M&A).

Fairfax Financial Holdings Limited was represented by Torys LLP with a team that included David Chaikof, Phil Mohtadi and Stephen Abrahamson (corporate/M&A).

Lawyer(s)

Brad Ross Amalia M. Berg Adina-Cristina Georgescu Janet L. Howard Michelle Audet David J. Nadler Kevin Zimka Glenn S. Ernst Mitchell J. Sherman Ronna Weatherly Maureen Berry Jeffrey Shore Philip Mohtadi Catherine Elaine H. Wade Peter C. Kalbfleisch Antonio Fratianni Steven R. McKoen Sheldon Freeman Stephen H. Halperin David A. Chaikof Michael J. Wren Béatrice Arronis Sandra L. Walker