Chemtrade Logistics Acquires Clariant International Business

On December 20, 2002, Toronto-based Chemtrade Logistics, Inc., completed an offering of 3.04 million subscription receipts at $13.50 per subscription receipt and $41 million principal amount of convertible extendible subordinated debentures for gross proceeds of approximately $82 million. The offering was led by CIBC World Markets Inc., with an underwriting syndicate that included Scotia Capital Inc., RBC Dominion Securities Inc. and First Associates Investments Inc.

The proceeds of the offering, combined with a $24 million increase in Chemtrade’s term credit facility, were used to fund the US$62 million acquisition of the North American sodium hydrosulphite operations of Clariant Corporation, which closed on December 30, 2002.

In connection with the offering, Chemtrade was represented by Osler, Hoskin & Harcourt LLP in Toronto, with a team that included Jean Fraser, Mary Abbott, Katy Waugh and Peter Simeon (corporate finance) and Judith Harris (tax). The underwriters were represented by Torys LLP in Toronto and New York, with a team that included Jamie Scarlett, Sonia Keshwar, Mark Adkins and Stephanie Montgomery (corporate finance) and Corrado Cardarelli, Ann Marie McGovern and Pam Petree (tax).

In connection with the increase in the term credit facility, Chemtrade was represented in Canada by Frank Callaghan and Jonathan Dyck of Borden Ladner Gervais LLP, and in the U.S., by Todd Taylor and Patricia Snyder of Womble Carlyle in Charlotte, North Carolina. The lenders were represented in Canada, by David Cohen and Rachel Conway of Gowling Lafleur Henderson LLP, and in the U.S., by Thomas Mullen and Massimo Capretta of Mayer, Brown, Rowe & Maw in Chicago.

In connection with the acquisition, Osler, Hoskin & Harcourt in New York and Toronto represented Chemtrade in Canada, with a team that included Stephen Sigurdson, Paolo Berard and Pei-Ching Huang (mergers and acquisitions), Firoz Ahmed and Kimberley Wharram (tax) and Peter Franklyn (competition); and Womble Carlyle acted as U.S. counsel, with a team that included Cyrus Johnson, Jr., and Todd Taylor (mergers and acquisitions), Brad DeVore (environmental) and Bill Whitehurst (employee benefits).

Clariant was represented by in-house counsel Christopher Barnard; in the U.S., by Ernest Reigel, Michael Zeller, Peter McGrath, Jr., Ana Flynn, Mark Griffith and Suzanne Wentzel of Moore & Van Allen, PLLC in Charlotte; and in Canada by, McMillan Binch LLP, with a team that included John Paterson and Jeff Francis (corporate), Neil Campbell (competition), Darryl Hiscocks (employment), Susan Nickerson (pensions and benefits), David Wentzell and Jamie Wilks (tax) and John Fox (real estate).