Canada M+A/PE Deal Report

Morrison & Foerster is one of the most active global law firms representing Canadian companies, investment banks, pension plans, private equity funds, and REITs on transactions and disputes in the U.S., Asia, and Europe.

This newsletter tracks significant transactions involving Canadian companies, funds and banks to help keep you apprised of current M&A and private equity deals. For more information about these deals or how MoFo can assist with your next cross-border transaction, please contact Jonathan Melmed in our New York office at (212) 468-8005 or jmelmed@mofo.com. Jonathan, who plays a leading role in MoFo's Canada practice, regularly represents Canadian companies, funds and banks with their transactions in the U.S., Asia, and Europe.

CANADA TRANSACTIONS INTO THE UNITED STATES

M&A Activity

Ontario-based Onex Corporation and Onex Partners III LP, along with USI Holdings Corp.'s employees, acquired the entire share capital of USI Holdings Corp., a New Yorkbased insurance company, from GS Capital Partners for an estimated USD 2.3 billion in cash. The deal was announced on November 26, 2012 and closed on December 27, 2012. Saputo Inc. of Québec acquired Morningstar Foods, LLC, a Texas-based producer of dairy products, from Dean Foods Co., for USD 1.45 billion in cash. The deal was announced on December 3, 2012. Teachers' Private Capital of Ontario, a unit of Ontario Teachers' Pension Plan, acquired a majority interest in Heartland Dental Care Inc., an Illinois-based dental company, from CHS Capital LLC. The deal was announced on November 5, 2012 and closed on December 21, 2012. The terms of the deal were not disclosed. MacDonald Dettwiler & Associates Ltd. of British Columbia acquired Space Systems/Loral, Inc., a Californiabased manufacturer of satellites, from Loral Space & Communications Inc., for USD 1.069 billion. The consideration consisted of USD 967.9 million in cash plus USD 101 million in promissory notes. The deal closed on November 2, 2012. Crescent Point Energy Corp. of Alberta acquired Ute Energy Upstream Holdings LLC, a Colorado-based oil and natural gas company, for USD 861 million. The consideration consisted of USD 784 million in cash and the assumption of USD 77 million in liabilities. The deal was announced on November 1, 2012 and closed on November 29, 2012. Toronto-Dominion Bank of Canada agreed to acquire the entire share capital of Epoch Holding Corp., a New Yorkbased provider of investment advisory services, for USD 28 per share in cash, or a total value of USD 669.711 million. The deal was announced on December 6, 2012. Gibson Energy Inc. of Alberta acquired OMNI Energy Services Corp, a Louisiana-based provider of oil and gas field exploration services, from Wellspring Capital Management LLC for USD 445 million in cash. The deal was announced on October 11, 2012 and closed on October 31, 2012. Toronto-Dominion Bank of Canada agreed to acquire the credit card portfolio of Target Corp., a Minnesota-based owner and operator of merchandise and retail discount stores. The deal was announced on October 23, 2012. An investor group, comprised of Brookfield Property Group LLC of Ontario and Hillwood Development Co LLC, acquired Verde Realty Operating Partnership LP, a Texas-based real estate investment trust. The deal closed on December 24, 2012. The terms of the deal were not disclosed. Morguard Corporation of Ontario acquired Alta At K Station, an Illinois-based owner and operator of a multi-family residential complex, for an estimated USD 300 million in cash. The deal was announced on November 20, 2012 and closed on December 21, 2012. Element Financial Corp. of Ontario acquired CoActiv Capital Partners Inc., a Pennsylvania-based provider of equipment leasing finance services, from Marubeni America Corp. for USD 299.581 million in cash. The deal was announced on November 9, 2012 and closed on November 30, 2012. Stella-Jones Inc. of Québec acquired McFarland Cascade Holdings Inc., a Washington-based manufacturer and wholesaler of treated wood products, for an estimated USD 250 million in cash. The deal was announced on November 2, 2012 and closed on November 30, 2012. Algonquin Power Co. of Ontario acquired majority interests in certain wind projects of Gamesa Corporacion Tecnologica located in Texas, Pennsylvania, Illinois and Iowa for a combined estimated value of USD 900 million. The deal closed on December 10, 2012. Onex Corp. of Ontario acquired a 50% interest in BBAM LLC, a California-based provider of commercial aircraft leasing, financing and management services. Onex acquired a 15% stake in BBAM from Fly Leasing Ltd., an Irish aircraft finance company, and an additional 35% interest from BBAM management for a total of USD 165.896 million in cash. The deal was announced on December 3, 2012 and closed on January 2, 2013. Canacol Energy Ltd. of Alberta acquired the entire share capital of Shona Energy Co. Inc., a Texas-based oil and gas exploration and production company, in a stock swap transaction valued at USD 121.045 million. The consideration consisted of USD 0.913 in cash per share and the issuance of 244.662 million ordinary Canacol shares. The deal was announced on October 15, 2012 and closed on December 21, 2012. Enerplus Corp. of Alberta raised its interest in the Sleeping Giant Elm Coulee field in Montana to 90% from 70%, by acquiring a further 20% stake for USD 119 million in cash. The deal was announced on December 10, 2012 and closed on December 20, 2012. Timbercreek US Multi-Residential Opportunity Fund # 1 of Ontario acquired 1,380 residential units located in Texas, Virginia, and North Carolina for an estimated USD 95.4 million. The deal closed on December 27, 2012. Algonquin Power & Utilities Corp of Ontario acquired the remaining 49.9% stake which it did not already own in California Pacific Electric Co, a California-based electric utility company, from its joint venture partner, Emera Inc., in exchange for 16 million shares of Algonquin common stock valued at USD 92.96 million. The deal closed on December 21, 2012. Pure Multi-Family REIT LP of British Columbia acquired Prairie Creek Villas, a Texas owner and operator of apartment buildings, for USD 52.5 million in cash. The deal was announced on October 2, 2012 and closed on October 11, 2012. Pure Multi-Family REIT LP of British Columbia acquired a Texas multi-family apartment community known as Bear Creek for USD 49.35 million in cash. The deal was announced on October 31, 2012 and closed on October 31, 2012. RioCan Real Estate Investment Trust of Ontario acquired an 85% interest in Louetta Central Shopping Center, a Texasbased owner and operator of shopping centers, from Urdang Value-Added Fund II LP and RCG Ventures LLC for USD 31 million in cash. The deal closed on November 6, 2012. ONCAP Management Partners LP of Ontario, an affiliate of Onex Corp., acquired Bradshaw International Inc., a California-based wholesaler of kitchen utensils and cleaning products, from Arbor Private Investment Co LP. The deal was announced on December 28, 2012. The terms of the deal were not disclosed. Red-D-Arc Ltd. of Ontario acquired D&D Power LLC, a Texas-based provider of equipment rental services. The deal...