Element Financial Corporation (TSX: EFN) completed its largest acquisition to date with the $570-million purchase of the assets comprising GE Canada’s fleet leasing business. GE Canada’s fleet vehicle portfolio consists of 650 regionally diversified customers and integrated fleet management services for vehicle and light and medium truck financings. As part of the acquisition, Element also entered into a strategic alliance agreement with GE Capital Fleet Services in the US pursuant to which the companies will collaborate primarily on the pursuit of Canadian/US cross-border fleet management opportunities.
Element was represented by Blake, Cassels & Graydon LLP with a team of David Toswell, Shlomi Feiner, Paul Singh, Greg Frenette, Christine Ing, Jason Gudofsky, Abdul-Basit Khan, Alex MacMillan, David Rosner, Rory Ffrench and David Colman. GE Capital was led by Kasia Bogdanowicz, senior vice president, legal affairs and general counsel, and Bob Zapata, transaction counsel, M&A, with assistance from McCarthy Tétrault LLP, whose team included Robert Hansen, Oliver Borgers, Ryan Hornby, Dean Masse, Michelle Siu, Gabrielle Richards, Wendy Brousseau, Sunil Kapur and Gregory Winfield.
To finance a portion of the acquisition, Element completed an offering of special warrants at a price of $10.15 per warrant, raising gross proceeds of $301 million. Element has agreed to use best efforts to clear a prospectus qualifying the distribution of common shares underlying the special warrants. A Blakes team of David Toswell, Shlomi Feiner, Mark Adkins, Michael Hickey, Jamie Kariya and Jacob Gofman represented Element on the special warrant offering. The underwriting syndicate was represented by Rob Wortzman, Jeff Hergott, Mack Hosseinian and Amanda Berloni of Wildeboer Dellelce LLP.
Element also funded a portion of the purchase price for the GE fleet assets through the completion of a $390-million securitization funding facility, which involved the sale of substantially all of the eligible lease and loan assets acquired from GE through a special purpose vehicle financed by asset-backed notes purchased by a securitization conduit administered by a Canadian Schedule I bank.
The Blakes team advising Element on the securitization facility included Steve Ash-bourne, Peter MacGowan, David Toswell, Yannick Beaudoin, Chris Van Loan, Chris Jones, Paul Carbonelli, Christine Creighton and Karim Amlani.