New Flyer Industries Completes Offering of IDSs

On August 19, 2005, New Flyer Industries Inc. and New Flyer Industries Canada ULC completed their C$200 million initial public offering of income deposit securities (IDSs). New Flyer, with headquarters in Winnipeg and manufacturing facilities in Winnipeg and Minnesota, is the leading manufacturer of heavy-duty transit buses (including hybrid, natural gas and electric) in the US and Canada. New Flyer is a significant supplier of buses to Toronto and New York City. The offering was led by CIBC World Markets and BMO Nesbitt Burns and included a US$170 million credit facility. It was the first instance of a cross-border income securities structure being used in connection with a primarily Canadian operating business.

New Flyer Industries and its New York–based private equity sponsor Harvest Partners were represented by Torys LLP in Toronto and New York with a team that included Mike Amm, Darren Sukonick, Jamie Scarlett, Alex Kau, Rima Ramchandani, Julia Cornett, Andrew Lannon and Adam Sheinkin (corporate/securities); Adam Delean, Jonathan Weisz, Darien Leung, Scott Kraag, Saro Sarmazian and Milosz Zemanek (credit and subdebt); John Unger and Catrina Card (tax); Christina Medland, Mitch Frazer and Valerie Arthur (pension and employment); Len Griffiths, Sarah Gilbert and Jeff Gracer (environmental); Jay Holsten (competition); and John Cameron (opinion); and Scott Bomhof and Zara Watkins (restructuring). White & Case LLP acted as US counsel to New Flyer and Harvest Partners with a team that included John Reiss, Oliver Brahmst, Maureen Brundage, Daniel Kessler, Martin Glass, Jamie Sklar, Hilary Paterson, Jack Rotenstein, Bret Grebe, Logan Hennessey and Wenying Li (corporate/securities); Bill Dantzler, Sang Ji, David Dreier, Jacob Rosenfeld, James Larkin and Wilda Lin (tax); David Joyce and Kristin Smith (banking); Mark Hamilton, Randall McGeorge and Tal Marnin (pension and employment); Paul Milmed (environmental); Richard Heaton (real estate); and David Ernst (competition).

The underwriters were represented by Goodmans LLP with a team that included Stephen Pincus, Sheldon Freeman, Victor Liu, Piran Thillainathan and Caroline Cook (corporate/securities), Mark Surchin (finance) and Carrie Smit (tax). Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as US counsel to the underwriters with a team that included Andrew Foley, Edwin Maynard and Carl McCarthy (corporate/securities); and David Sicular, John Lynch and Joanna Mazur (tax).