Superior Propane Acquires Sterling Chemicals Business

On December 19, 2002, Superior Propane Inc. acquired the pulp chemicals business of Sterling Chemicals, Inc. for a purchase price of US$375 million. The deal was completed as part of Sterling Chemicals (and certain of its subsidiaries) emergence from Chapter 11 bankruptcy protection in the U.S. Superior Propane financed the acquisition by completing a public offering of extendible convertible unsecured subordinated debentures through an underwriting group led by Scotia Capital Inc., and by completing a bank financing with a syndicate of banks represented by The Bank of Nova Scotia.

Macleod Dixon LLP and in-house counsel Craig Bell represented Superior Propane in Canada. On the acquisition side and debenture financing side, the Macleod Dixon team consisted of Bob Engbloom, Darren Hribar, Kirk Litvenenko, Cassandra Camp, Rashi Sengar and Orville Pyrcz, Q.C. (tax), and on the banking side, Howard MacKichan, Michael Wylie and Simone Benton. Superior Propane was represented in the U.S., by Kenneth Schneider, Ariel Deckelbaum, Brendan O’Neill and Steven Ornstein of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

In Canada, Sterling Chemicals was represented by Borden Ladner Gervais LLP and in-house counsel Jane Boshart-McCleary, Kim Forwell and Ken Hale, Sterling Pulp Chemicals. The BLG team included Frank Callaghan and Howard Silverman (corporate/banking), Larissa Tkachenko (tax), Colin Simpson (corporate), Adam Fanaki (regulatory) and Evelyn Goldfarb (real estate), with Quebec issues being handled by Sylvie Bouvette and Vincent Frenette. In the U.S., Sterling Chemicals was represented by Alexander Johnson and Vivienne LaBorde of Skadden, Arps, Slate, Meagher & Flom LLP, and by Jeffrey Spiers of Andrews & Kurth LLP.

Fraser Milner Casgrain LLP acted for the underwriters, with a team led by Bill Gilliland and Chima Nkemdirim. The banks were represented by John Wilmot, Patricia Fehr and Jay Ratzlaff of Burnet, Duckworth & Palmer LLP.