Atlas Tube Merges with The Carlyle Group's John Maneely

On December 8, 2006, Atlas Tube Inc. (now known as Atlas Tube Canada ULC), North America's leading manufacturer of hollow structural sections (HSS), merged with John Maneely Company (JMC), a leading manufacturer of steel pipe and tubular products, to form the largest North American manufacturer of steel tubing with sales in excess of US$2 billion and annual volume of more than two million tons. Global private equity firm The Carlyle Group owns a majority interest in the combined entity. The transaction is valued at approximately US$1.5 billion, including stock and debt.

Stikeman Elliott LLP acted as counsel to Atlas Tube and 115 Ontario Ltd., the selling shareholder, in respect of the transaction with a team that included Curtis Cusinato, Stewart Sutcliffe, Karen Jackson, Ken Pogrin, Mark Fedorowycz (corporate and M&A), Larry Cobb (environmental), Bruce Pollock (employment and labour), Andrea Boctor (pension and benefits), Jeff Brown and Debbie Salzberger (regulatory), Corinne Pruzanski and Andrew Elliott (real estate) and John Lorito and David Muha (tax). Miller, Canfield, Paddock and Stone, PLC acted as US counsel to Atlas Tube in connection with the transaction with a team that included Jeffrey Slopen, Julie Daniel, Bob Baksi and Grant Williams. GMP Securities L.P. acted as financial advisors to Atlas Tube.

Carlyle and JMC were represented by Latham & Watkins LLP with a team that included Daniel Lennon, David Brown, Danielle Lendino and Anne Frederick (corporate and M&A), James Barrett (environmental), David Della Rocca (employment and labour), Keith Ranta (pension and benefits), Joe Sullivan (tax) and Chris Brown (banking). Carlyle and JMC were also represented in Canada by Osler, Hoskin & Harcourt LLP with a team that included Mary Abbott, Chad Bayne and Mark Steinman (corporate and M&A), Dale Seymour and Tara Elliott (banking), David Tetreault and Alex Pankratz (tax), Paul Crampton (regulatory), Paul Morassutti and Stella DiCresce (real estate), Dan Kirby (environmental) Anik Lalonde-Roussy (regulatory and environmental), Damian Rigolo (employment and labour) and Tony Devir (pensions and benefits). J.P. Morgan Securities Inc. and Goldman Sachs & Co acted as financial advisors to Carlyle.

Financing for the transaction was arranged by Goldman Sachs Credit Partners LP and JP Morgan Securities, Inc.