Onex Acquires Boeing Commercial Airplanes

On June 16, 2005, Onex Corp., through Mid-Western Aircraft Systems, Inc., acquired the Wichita/Tulsa Division of Boeing Commercial Airplanes from the Boeing Company for approximately C$1.5 billion. Credit arrangements were provided by a syndicate of financial institutions.

The purchased operations include Boeing’s commercial airplane manufacturing facilities in Wichita, Kansas, and Tulsa and McAlester, Oklahoma. Mid-Western is now the largest Tier 1 aerostructures manufacturer in the world.

Onex was represented in Canada by Davies Ward Phillips & Vineberg LLP with a team that included John Zinn and Ian Crosbie (tax) and Gerold Goldlist and Dale Osadchuk (corporate) in Toronto, and Peter Glicklich and Michele Alexander (tax) in New York. US counsel to Onex was Kaye Scholer LLP in New York and Washington, DC, with an acquisition team led by Joel Greenberg, Mark Kingsley, Marlo Salz, Erica Brickner and Monica Lima (corporate), that included Louis Tuchman (tax), Arthur Woodard (tax/employee benefits), John Geelan (labour), Christopher Brewster (export) and Christopher Griner and Farhad Jalinous (government security); and a financing team led by Edmond Gabbay, Alan Glantz, Marci Settle, Christopher Britton and Nicole Lehman (corporate). Onex was also represented in Kansas by a team from Spencer Fane Britt & Browne LLP that included Michael Delaney and Sue Willman (labour and employment), Richard Hertel and Bruce Cavitt (real estate), Michael Comodeca (environmental) and Michael McCann, Kristine Becker and Peter Mirakian III (corporate).

Canadian counsel to Boeing was Baker & McKenzie in Toronto with a team that included Brian Segal (tax). US counsel to Boeing was Sheppard, Mullin, Richter & Hampton LLP in Los Angeles with a team that included John Bonn, Mark Spitzer and Larry Braun (corporate).

Debt financing for the transaction was arranged by Citicorp Global Markets Inc. (as sole lead arranger and bookrunner), Citicorp North America, Inc. (as administrative agent) and Royal Bank of Canada and the Bank of Nova Scotia (as co-arrangers and co-syndication agents) and provided by a syndicate of financial institutions. US counsel to the arrangers and agents was Cahill Gordon & Reindel LLP in New York with a team that included Adam Dworkin, David Becker, Anastasia Efimova, Jeni Pachovska and Michael Tollini (corporate), Howard Adams (tax) and Athy Mobilia (real estate). Canadian counsel to the arrangers and agents was McCarthy Tétrault LLP in Toronto with a team that included James Archer (corporate) and Gabrielle Richards and Jerald Wortsman (tax).