GDF SUEZ Completes Landmark Reorganization, Equity Sale and Project Financing

GDF SUEZ Canada Inc. (“GDF SUEZ”) closed the final in a series of transactions involving its Canadian portfolio of renewable generation assets. The transactions were completed in three primary phases including a corporate reorganization, two equity divestitures representing a total of 60 per cent of the portfolio (30 per cent to each of two new investors), and the placement of more than $1 billion of non-recourse debt for those projects that previously did not have debt financing. Legal resources for the transaction were managed by Richard Houston, Vice President & Assistant General Counsel for GDF SUEZ Energy North America, Inc.

The Canadian portfolio comprises seven operating wind facilities and five other wind and solar projects, of which four are under construction and one is in advanced development. The operating wind facilities represent 363 MW of installed capacity located in Ontario, New Brunswick and Prince Edward Island. The remaining wind and solar projects represent 317 MW of installed capacity with expected commercial operation dates ranging from Q1 2013 to Q2 2014 and are located in Ontario and British Columbia. On a fully constructed basis, the Canadian Portfolio will represent 12 facilities (ten wind and two solar) with 680 MW of installed capacity.

The assets included in the Canadian portfolio have their origin in GDF SUEZ's 2007 acquisition of Ventus Energy Inc. and the 2011 combination with International Power Canada, Inc. The reorganization consolidated ownership of the Canadian portfolio in a new entity, C2C Power LP (“C2C Power”) and separated the portfolio from other generation and development assets that were retained by GDF SUEZ. In order to facilitate a series of portfolio financings, the reorganization also included the creation of three intermediate holding partnerships as subsidiaries of C2C Power.

Torys LLP represented GDF SUEZ and IPC on the reorganization with a team that included: Valerie Helbronner, Phil Symmonds, Phil Mohtadi, Dan Ford, Jackie Taitz, Peter Bryce, Milosz Zemanek, Shirin Mirsaeidi and Sophie Courtois (corporate); Corrado Cardarelli and Richard Johnson (tax); Tyson Dyck and Jonathan Myers (regulatory) and Don Roger and Gwen Johnson (real estate).

GDF SUEZ conducted a competitive auction process for the sale of two equity interests, each representing a 30 per cent interest in C2C Power. Following the successful sales process facilitated by a team from CIBC World Markets Inc., GDF SUEZ sold a 30 per cent equity interest in C2C Power to each of Mitsui & Co., Ltd. (through MIT Renewables Inc.) (“Mitsui”) and a consortium led by Fiera Axium Infrastructure Inc. (“Fiera Axium”).

GDF SUEZ will remain the principal shareholder of C2C Power, retaining a 40 per cent interest, and will continue to operate and maintain the portfolio assets.

Torys LLP represented GDF SUEZ on the equity sale with a team that included: Valerie Helbronner, Phil Symmonds, Jackie Taitz, Huw Evans, Shirin Mirsaeidi, Adam Banack, Eli Monas, Anthony Tam, Sophie Courtois and Matthew Kuchinsky (corporate); Corrado Cardarelli and Richard Johnson (tax); Don Roger and Gwen Johnson (real estate); Tyson Dyck (environmental) and John Terry (First Nations).

The Fiera Axium acquisition was led by Vice-President, Corporate Development and Legal Affairs, Frederic Brassard. Borden Ladner Gervais LLP represented Fiera with a team that included Linda Bertoldi, Paul Findlay, Paul Mingay, Bernadette Corpuz and Andrew Smith (corporate) and Shane Pearlman (finance).

Mitsui was represented by Morrison & Foerster LLP with a team that included Mike Graffagna, Jonathan Melmed, Jana Mansour, Michael Ginsburg, Enrico Granata, Ted Powers, Jeffrey Patten, John Donovan, CJ Hoppel, Yosuke Yamamoto, Anne-Carmene Almonord and Sanam Pangali; Blake, Cassels & Graydon LLP with a team that included Bryson Stokes, Gail Lilley, Leslie Wong, Vivian Kung, Thomas Rowe, James Sanders and Hilary Crangle (corporate); Kathleen Penny (tax); Joan Kennedy, Daniel Kofman, Shafaq Ahmad and Matthew Ely (real estate) and Caroline Findlay and Jonathan Kahn (First Nations and environmental); and McInnes Cooper with a team that included Matthew Clarke, Gary Scales, Jeff Cormier, Scott Wilson and Christopher Borden.

GDF SUEZ secured a landmark $1.1 billion of multi-sourced project finance for its Canadian renewable power generation portfolio. This was achieved via three separate debt financings, each of which was focused on one of three separate groups of projects in the portfolio. Project finance was provided by The Manufacturers Life Insurance Company, the Japan Bank of International Cooperation (“JBIC”) and a syndicate of Japanese commercial banks led by Bank of Tokyo-Mitsubishi UFJ, Ltd.

Financing 1: Project finance was provided by The Manufacturers Life Insurance Company for the following operational projects located in Prince Edward Island and Ontario: (i) Norway 9 megawatt wind-powered generating facility (ii) West Cape 99 megawatt wind-powered generating facility, and (iii) Plateau I, II and III, 27 megawatt wind-powered generating facility.

Financing 2: Project finance was provided by The Manufacturers Life Insurance Company for the following operational projects: (i) Caribou 99 megawatt wind-powered generating facility located in New Brunswick, and (ii) East Lake St. Clair 99 megawatt wind-powered generating facility located in Ontario.

Financing 3: Project finance was provided by JBIC (as Lender) and a syndicate of Japanese commercial banks including Bank of Tokyo-Mitsubishi UFJ, Ltd. (as Coordinating Lead Arranger, Mandated Lead Arranger and Administrative Agent), Bank of Tokyo-Mitsubishi UFJ (Canada) (as Lender), Mizuho Corporate Bank, Ltd. (as Mandated Lead Arranger and Lender), Sumitomo Mitsui Banking Corporation of Canada (as Mandated Lead Arranger and Lender). Union Bank N.A. was appointed as Collateral Agent.

This financing included the following construction-phase projects located in Ontario and British Columbia: (i) Brockville 10 megawatt solar photovoltaic generating facility, (ii) Beckwith 10 megawatt solar photovoltaic generating facility, (iii) Erieau 99 megawatt wind-powered generating facility, (iv) Cape Scott I 99 megawatt wind-powered generating facility, and (v) Cape Scott II 50.4 megawatt wind-powered generating facility.

Torys LLP was Borrower counsel in connection with Financing 1 and 2 and Ontario counsel on Financing 3, with a team that included Valerie Helbronner, Tom Zverina, Jonathan Weisz, Daniel Ford, Sarah Crowe, Jackie Taitz, Dan Doubilet and Theresa Gregoire (energy and finance) and Don Roger (real estate).

Stewart McKelvey was PEI counsel to both Borrower and Lender in connection with Financing 1, with a team that included Paul Kiley and Curtis Toombs.

Stewart McKelvey was New Brunswick counsel in connection with Financing 2, with a team that included James Murphy and Christopher Stewart.

Farris, Vaughan, Wills & Murphy LLP was British Columbia counsel in connection with Financing 3, with a team that included Dean O'Leary and Denise Nawata.

Chadbourne & Parke LLP was New York counsel to GDF SUEZ in connection with Financing 3, with a team that included Agnieszka Klich and Tina Blázquez-López.

McCarthy Tétrault LLP was Lender counsel in connection with Financing 1 and 2 and Ontario counsel on Financing 3, with a team that included Stephen Furlan, Lynn Parsons, William Fyfe, Kerri Lui, Michael Weizman, Seán O'Neill and Joel Heard (energy and finance) and Paul Galbraith (real estate).

McCarthy Tétrault LLP was British Columbia counsel in connection with Financing 3, with a team that included Sven Milelli and Josh Walters (energy and finance) and Lisa Vogt (real estate).

Stewart McKelvey was PEI counsel to both Borrower and Lender in connection with Financing 1, with a team that included Paul Kiley and Curtis Toombs.

Bingham Law was New Brunswick counsel to Lender in connection with Financing 2, with a team led by Kelsey Bingham.

White & Case LLP was New York counsel in connection with Financing 3, with a team that included Jason Webber, Paul Harrison, Amiko Sudo, Daniel Moon, Sue Kwon and Jeff Dressler.