On October 16, 2018, Brookfield Infrastructure and its institutional partners, (collectively, “Brookfield Infrastructure”) completed the acquisition of all the issued and outstanding common shares of Enercare Inc. for $29.00 per common share or, in the case of certain electing Canadian resident shareholders, 0.5509 of an exchangeable limited partnership unit (“Exchangeable LP Unit”) for each common share elected. The Exchangeable LP Units are exchangeable, on a one-for-one basis for non-voting limited partnership units of Brookfield Infrastructure Partners L.P. (“BIP”). The transaction was valued at $4.3 billion, including debt. Enercare’s common shares were subsequently delisted from the Toronto Stock Exchange and Enercare has ceased to be a reporting issuer under applicable Canadian securities laws.
The acquisition leverages Brookfield Infrastructure’s substantial presence in the utility, home building and multi-residential sectors in North America, and provides significant opportunities for growth and value creation.
BIP is a global infrastructure company that owns and operates high quality, long-life assets in the utilities, transport, energy and data infrastructure sectors across North and South America, Asia Pacific and Europe. BIP is focused on assets that generate stable cash flows and require minimal maintenance capital expenditures. BIP is the flagship listed infrastructure company of Brookfield Asset Management Inc., a global alternative asset manager with approximately US$285 billion of assets under management.
Enercare Inc. is one of North America’s largest home and commercial services and energy solutions companies, as well as the largest non-utility sub-meter provider in Canada.
McCarthy Tétrault LLP advised Brookfield Infrastructure with a core team led by Jonathan See, Jake Irwin and Isabel Henkelman that included Cameron Belsher, Robert Richardson, Scott Bergen and Nicole Chiarelli, and including Patrick McCay and Yaroslavna Nosikova (Tax), Ian Mak and Noel Chow (Financial Services), Sarit Pandya and Andrejs Mistiouk (Real Property and Planning), Catherine Samuel, Andrew Armstrong, Shauvik Shah, Paulina Bogdanova and Andrea Schneider (Corporate), Oliver Borgers and Jonathan Bitran (Competition/Antitrust), George Vegh and Heloise Apestéguy-Reux (Energy Regulatory), Joanna Rosengarten (Environmental), Adam Ship and Paul Kunynetz (Franchise and Distribution), Nancy Carroll (Insurance), Trevor Lawson, Patrick Pengelly and Matthew Demeo (Labour and Employment), Ana Badour (Regulatory), Eric Block and Kosta Kalogiros (Litigation), Deron Waldock and Kelleher Lynch (Pensions and Benefits), John Boscariol and Robert Glasgow (Trade) and Ryan Prescott (Technology and Intellectual Property). White & Case LLP advised Brookfield Infrastructure in the US with a team that included Oliver Brahmst, Samuel Raboy and Adam Cieply (Corporate), and Binoy Dharia and Shana White (Financial Services).
Enercare was led in-house by John Toffoletto, Senior Vice-President, Chief Legal Officer and Corporate Secretary with a team that included Chelsea Provencher, Senior Legal Counsel and Monique Lampard, Legal Counsel. Enercare was advised by Davies Ward Phillips & Vineberg LLP with a team that included Bill Ainley, Brett Seifred, Ha Nguyen, and Todd Wierenga (Corporate/M&A), Anita Banicevic and David Feldman (Competition) and Paul Lamarre (Tax).
The acquisition was financed, in part, through a new credit facility entered into between Brookfield Infrastructure and a syndicate of lenders and the Toronto-Dominion Bank (“TD Bank”), as administrative agent and as issuing bank. TD Bank was advised by Stikeman Elliott LLP with a team that included Craig Mitchell, Kelly Niebergall and Laura Von Heynitz.