On December 18, 2015, New Flyer Industries Inc. (New Flyer) completed its acquisition of Motor Coach Industries International, Inc. (MCI) from an affiliate of KPS Capital Partners, L.P. for cash consideration of US$455 million, subject to certain purchase price adjustments. MCI is a leading manufacturer of intercity coaches in the US and Canada. New Flyer is a leading manufacturer of heavy-duty transit buses in the US and Canada.
The acquisition was funded through the amendment and extension of New Flyer’s senior secured credit facility with The Bank of Nova Scotia, as administrative agent, and a syndicate of lenders. The maturity date was extended to December 18, 2019, and the total amount of the facilities was increased to US$825 million. The borrowing limits of the revolving facility were increased to US$343 million and the term facility was increased to US$482 million.
New Flyer Industries Inc. was represented by Colin Pewarchuk, EVP, General Counsel and Corporate Secretary, with external support in the United States and Canada from Torys LLP with a team led by Michael Amm and Stefan Stauder and which included Meghan McKeever, Steve Rotchtin, Paulina Taneva and Simonne Horwitz (corporate/M&A), Scott Kraag and Meno Tessema (financing), Omar Wakil (competition), Ed Fan (IP) and John Unger and Grace Pereira (tax).
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted for KPS Capital Partners, L.P., with a team that included Angelo Bonvino, Carl Reisner, Monica Thurmond, Didier Malaquin, Lindsey Wiersma, Aidan Synnott, Marta Kelly, Claudine Meredith-Goujon, David Mayo, Robert Fleder, Peter Fisch, William O’Brien, Chaim Theil and Yashreeka Huq. KPS Capital Partners, L.P., was represented in Canada by Goodmans LLP with a team comprising John Connon (corporate) and Richard Annan (competition).
Borden Ladner Gervais LLP acted as counsel to The Bank of Nova Scotia and Bank of Montreal, as co-lead arrangers, with a team led by Howard Silverman that included Kyle Plunkett (banking), Rick Coburn (environmental), Andrew Harrison (pensions), Danny Lang (tax) and David Wood (IP).
Chapman and Cutler LLP acted as US counsel to The Bank of Nova Scotia, as administrative agents, with a team that included Cynthia Baker, Ronald Hacker, Rafael Cook and Casey Judge.