One Equity Partners Completes Acquisition from Progress Energy

On March 24, 2005, One Equity Partners LLC, a private equity arm of JPMorgan Chase & Co., completed the acquisition of Progress Rail Services Corp., Progress Metal Reclamation Co. and their respective subsidiaries from Progress Energy, Inc. via a merger of subsidiaries of One Equity Partners with and into Progress Rail Services and Progress Metal Reclamation. Progress Rail is a major supplier of products and services to the railway industry in North America. The purchase price was approximately US$405 million.

One Equity Partners was advised in the US by Morgan, Lewis & Bockius LLP, and in Canada by Ogilvy Renault LLP. The Morgan, Lewis & Bockius team from New York consisted of Ira White, Jodi Lashin, Jennifer Richards and Edward Nurick (M&A), Richard Petretti, Scott Jaffee and Dawn Urich (bank financing), Howard Kenny and Nicole Anzuoni (high yield securities), Michael Walutes (tax), Judy Walkoff (environmental), Gary Rothstein and Cynthia Gorlick (benefits), Chester Lee, Stephanie Chaice, Violet Gerontis and Rebecca Bunyasaranand (real estate) and Ron Dreben and Jake Feldman (intellectual property). The Ogilvy Renault team from Montreal consisted of Clemens Mayr and Patrick Shea (corporate and M&A), Denis Gascon and Thierry Dorval (competition), Marc Duquette and Pierre Rousseau (Bank Act), Jane Bogaty, Arnold Cohen and Serge Levy (financing), Julie Paquet (employment and pensions) and Jules Charette (tax). Charles Reagh of Stewart McKelvey Stirling Scales in Halifax acted as Nova Scotia corporate counsel to One Equity Partners. JPMorgan Chase & Co., an affiliate of One Equity Partners, was represented by Osler, Hoskin & Harcourt LLP in Toronto with a team that included John Jason and Amrit Sidhu in connection with the Canadian Bank Act.

Progress Energy and its subsidiaries were advised in the US by David B. Fountain, deputy general counsel of Progress Energy Service Company, LLC, and by Hunton & Williams LLP; and in Canada by Fasken Martineau DuMoulin LLP. The Hunton & Williams team consisted of Danielle Bennett, Timothy Goettel and Timothy Johnson (M&A), William Richardson (tax), Jeffery Banish and Tina DeNapoli (employee benefits), Keith Coates, Jr. (labour and employment), Charles Case (environmental) and Doug Kenyon (IP). The Fasken Martineau team from Toronto consisted of Stephen Kerr (corporate), Angela Di Padova and Huy Do (competition), Robert Elliott (Bank Act), Ross Gascho (pensions and benefits), David Robertson and Ron Choudhury (tax) and Ralph Nero (labour and employment).