On May 6, 2016, Stantec Inc. (NYSE, TSX: STN), announced that it had completed its previously announced acquisition of Broomfield, Colorado-based MWH Global, Inc. (MWH) (a global engineering, consulting and construction management firm with special expertise in water and natural resources projects built for infrastructure and the environment) (the Acquisition). Stantec acquired all of the issued and outstanding capital stock of MWH for a purchase price of approximately $1.025 billion.
In connection with the closing of the Acquisition, Stantec completed the financing of $1.25 billion syndicated senior secured credit facilities, comprised of a $800 million senior secured revolving credit facility, and a $450 million senior secured term credit facility with Canadian Imperial Bank of Commerce, as Administrative Agent thereto (the Credit Facilities). The Acquisition and the refinancing of Stantec’s existing debt was funded by net proceeds of approximately $786 million drawn under the Credit Facilities, and the net proceeds of approximately $580 million from Stantec’s previously announced offering of 19,964,000 subscription receipts, inclusive of 2,604,000 subscription receipts issued pursuant to the exercise in full of the underwriters’ over-allotment option (the Equity Financing).
In respect of the Acquisition, DBO Partners (lead) and CIBC Capital Markets acted as financial advisors to Stantec.
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Stantec in respect of the Acquisition and as US counsel to Stantec in respect of the Credit Facilities and the Equity Financing, with a team led by Adam Givertz and that included Rosita Lee, Elana Jacob and Ashley Mas (M&A), Dale Sarro and Thomas Holber (financing), Steve Centa and Rebecca Vasluianu (capital markets & securities), Jeff Samuels and Ken Baker (tax), Andy Gaines and Lisa Krausz Eisenberg (employee benefits), Mena Kaplan and Danielle Laker (intellectual property), Sal Gogliormella (real estate), Adam Schwartz and Kadeem Cooper (litigation), Didier Malaquin and Marta Kelly (antitrust) and Bill O’Brien (environmental).
MWH was represented by BofA Merrill Lynch, as financial advisor, and Kirkland & Ellis LLP, as legal advisor, with a team led by Keith Crow and Robert Goedert, that included Jonathan Man, Alyssa Christensen, and Shirley Chen (corporate), Keith Villmow (tax), Jeffrey Quinn (employment), and Dean Bachus (executive compensation) in connection with the Acquisition.
In respect of the Credit Facilities, Stantec was advised by Bennett Jones LLP (as lead Canadian counsel) with a team led by Mark Rasile, that included Kristopher Hanc, Denise Bright, David Rotchtin, Michelle Seto and Daniel Cipollone (financial services/corporate finance), Peter Inglis, Jason Banack and Nicholas Chan (corporate/commercial), Thomas Bauer (tax), Carl Cunningham (employment), Susan Seller (pensions) and Sarah Gilbert (environmental).
Sofia Ruggiero of Dentons Canada LLP acted as Québec counsel to Stantec in respect of the Credit Facilities.
In respect of the Credit Facilities, Canadian Imperial Bank of Commerce was advised by Blake, Cassels & Graydon LLP (as lead Canadian legal counsel) with a team led by Simon Finch, that included Jennifer Hancock, Leïla Yacoubi and Mahnaz Jan Ali (financial services), Jake Gilbert and Justin Drake (corporate), Jeff Sommers (pensions), Reid Holly (employment) and Bryan Bailey (tax).
Linklaters LLP acted as US and UK counsel to Canadian Imperial Bank of Commerce in respect of the Credit Facilities with a team led by Danelle Le Cren (US banking) and Annette Kurdian (UK banking) including Gordon Mak, Phil Lee and Simon Cassell (US banking), Matthew Brigham (US tax) and Graeme Tricker (UK pensions).
In respect of the Credit Facilities, MWH was advised by Hogan Lovells US LLP with a team led by Paul Hilton, that included Chalyse Robinson, Kevin Gralley, Andrew Trubin, Lindsey Owings, Philip Brown and Nathan Moore (Banking), Richard Parrino and Laura Biddle (corporate), and David Toy and Karina Pulec (intellectual property).
In connection with the Equity Financing, Dentons Canada LLP acted as lead Canadian counsel to Stantec with a team led by Keith Inman (corporate) that included Toby Allan and Jessica Myers (corporate). Stikeman Elliott LLP acted as lead Canadian counsel to the syndicate of underwriters co-led by CIBC Capital Markets and RBC Capital Markets, with a team consisting of David Weinberger, Jeff Hershenfield, Matt Hunt, J.B. Elliott (securities) and John Lorito and Jill Winton (tax). Skadden, Arps, Slate, Meagher & Flom LLP with a team led by Christopher Morgan (corporate/securities), that included Annabelle Gardere (corporate/securities) and Justin Flavelle (corporate/securities) acted as US counsel to the syndicate of underwriters.