WSP Global Inc., one of the world's leading professional services firms, completed the previously announced acquisition of all of the issued and outstanding capital stock of the entities comprising the business of Parsons Brinckerhoff Group, the professional services division of Balfour Beatty plc. The US$1,310.2 million purchase price, which was paid in cash, included preliminary working capital adjustments and cash retained by Parsons Brinckerhoff of US$85.5 million, but excluded debt. The purchase price was financed using the net proceeds from the Corporation's previously closed $502 million public offering of subscription receipts and $36 million additional offering of subscription receipts pursuant to the exercise of the over-allotment option, the $400 million private placement of subscription receipts with Canada Pension Plan Investment Board and la Caisse de dépôt et placement du Québec as well as from its new credit facilities.
The subscription receipts were sold on a bought-deal basis to a syndicate of underwriters co-led by CIBC, Raymond James Ltd., BMO Capital Markets and National Bank Financial Inc., with CIBC and Raymond James Ltd. acting as joint book runners, and including RBC Capital Markets Inc., Scotia Capital Inc., TD Securities Inc., Dundee Securities Ltd., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Canaccord Genuity Corp. and Laurentian Bank Securities Inc.
WSP was represented in the foregoing transactions in-house by Valéry Zamuner, Vice President, Legal Affairs and Corporate Secretary, Louis-Martin Richer, Chief Risk and Ethics Officer and Philippe Tommei, Senior Legal Advisor and assisted by Stikeman Elliott LLP, with a team that included Steeve Robitaille, Maxime Turcotte, Vanessa Coiteux, Marie-Ève Ferland, Amy Chao and Olivier Godbout (securities); Luc Bernier and Éric Lévesque (tax) and by McMillan LLP, with a team that included Patrice Beaudin, Clifton Jarin and Frederick Neron (banking); and with respect to aspects of US, UK and German law, by Hogan Lovells, with a team that included Michael Silver, Richard Ufland, Volker Geyrhalter, Derek Meilman, Philip Corser, Jenna Watson, Annette Boglev and Christiana Stevenson (M&A); Jefferey Tolin (tax); Michele Harrington and Angus Coulter (competition); Katie Banks (pensions) and Martha Steinman (employment).
Balfour Beatty was represented in-house by Chris Vaughan, Chief Corporate Officer, and Eleanor Kenny, Divisional Legal Director, Services Division, and assisted by Linklaters LLP, with a team that included Iain Fenn, Simon Branigan, Michael Honan, Dan Lawrie, Niamh Liddy and Lisa Chang (M&A); James Martin (banking); Jean Lovett (employment); John Gordon (tax) and Greg Palmer and Richard Cumbley (technology); and by Morrison & Foerster LLP, with a team that included Mark Wojciechowski, Enrico Granata and Jessie Redden (M&A); Thomas Knox and Daniel Kahan (technology); Josh Klayman and Tomo Aiko (financial transactions); Remmelt Reigersman (tax); Dom Bozzetti (employment) and Aki Bayz (regulatory). Borden Ladner Gervais LLP was Canadian counsel to Balfour Beatty with a team that included Gordon Raman, Andrew Harrison, Subrata Bhattacharjee, Olivier Tardif and Rick Coburn.
Parsons Brinckerhoff was represented in-house by Lisa Palumbo, General Counsel, and Hillary Jassey, Assistant General Counsel.
The underwriters were represented by Fasken Martineau DuMoulin LLP, with a team that included Gabriel Castiglio, Jean-Pierre Chamberland, Jean Michel Lapierre, Cailtin Rose and Marie-Christine Valois (securities) and Gilles Carli (tax); Canada Pension Plan Investment Board was represented by Blake, Cassels & Graydon LLP, with a team that included Howard Levine, Michael Bantey and Alfred Buggé; La Caisse de dépot et placement du Québec was represented internally by Sophie Lussier and Lavery, de Billy L.L.P., with a team that included Jean-Sébastien Desroches and Josianne Beaudry; and the lenders for the new credit facilities were represented by Fasken Martineau, with a team that included Marc Novello, Martin Racicot, Francis Trifiro and Svetlana Samochkine.