Bain Capital Acquires Majority Stake in Unisource Worldwide

Bain Capital Inc., a global private investment firm, acquired a controlling 60 per cent interest in Unisource Worldwide, Inc., Georgia-Pacific Corp.’s paper, packaging and supplies distribution subsidiary. Georgia-Pacific’s after-tax proceeds from the transaction are expected to total approximately US$790 million after closing adjustments, which will be used to reduce debt. Georgia-Pacific will retain a 40 per cent minority ownership interest in Unisource Worldwide, which operates in Canada through its indirect wholly owned subsidiary, Unisource Canada, Inc. The deal closed on November 27, 2002.

Concurrently with the completion of the acquisition, Unisource and Unisource Canada entered into Canadian and U.S. asset-based credit facilities, aggregating US$600 million, with a syndicate of U.S. and Canadian lenders led by Bank of America, N.A. and Citibank N.A.

In Canada, Bain was represented by McMillan Binch LLP with a team led by Michael Whitcombe, and supported by Steve Prisco (corporate), David Wentzell (pensions and tax), Susan Nickerson (pensions and benefits), David Elenbaas (labour and employment), Andrea Onn (real estate), Alice-Ann Morlock (trademarks), and John Clifford and Omar Wakil handled the Competition Act clearance, and Richard Higa provided financing advice, supported by Ed Ra and David Arntfield. In the U.S., Bain was represented by Kirkland & Ellis, with a team led by Matthew Steinmetz, Jeff Richards, Matthew Richards and Chris Butler in Chicago.

The Georgia-Pacific legal team was headed by Kenneth Khoury, vice-president, secretary and deputy general counsel; and included Mario Ponce, Mark Robilotti and Edward Miller of Simpson Thacher & Bartlett in New York; Cal Smith of Troutman Sanders LLP; and Carol Stephens, Lara Robinson, Gloria Cheatham, Jonathan Soll, Zygmunt Jablonski and Dan Renbarger of Georgia-Pacific, law department.

Unisource Canada was represented by Antoinette Bozac, vice-president, secretary and general counsel, and by Tracey Morden. Randall Hofley and Kim Alexander-Cook of Stikeman Elliott provided Canadian competition law advice to Unisource and Georgia-Pacific.

In Canada, the lenders’ agents and arrangers were represented by Ogilvy Renault, with a team led by Kevin Morley, and supported by Merie-Anne Beavis and Rosella Santilli (finance), Geoff Walker and Ken Snider (tax) and Jane Bogaty and Martin Thériault (Quebec-finance); and in the U.S., by Kaye Scholer LLP with a team comprised of Albert Fenster, Gary Bernstein, Alan Glantz and Sheryl Gittlitz in New York.