On July 3, 2017, SNC-Lavalin Group Inc. (SNC-Lavalin) completed its acquisition of WS Atkins plc (Atkins), one of the world’s most respected consultancies in design, engineering and project management, with a leadership position across the infrastructure, transportation and energy sectors, by means of a Court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act 2006 (the Acquisition). The aggregate cash consideration for the Acquisition of £20.80 per Atkins share in cash — for a total consideration of approximately $3.6 billion — was financed using the net proceeds from SNC-Lavalin’s C$880-million public bought deal offering of subscription receipts completed through a syndicate of underwriters (the Public Offering); a $400-million concurrent private placement of subscription receipts (the Concurrent Private Placement) with the Caisse de dépôt et placement du Québec (the Caisse); a $1.5-billion loan from the Caisse to SNC-Lavalin Highway Holdings Inc. (the entity that holds SNC-Lavalin’s 16.77-per-cent interest in Highway 407ETR through 407 International Inc.); a new £300-million unsecured term loan with a syndicate of North American banks; as well as approximately £200 million drawn under SNC-Lavalin’s existing syndicated credit facility. The issuance of subscription receipts pursuant to the Public Offering and Concurrent Private Placement was completed on April 27, 2017.
The proceeds of the Public Offering and Concurrent Private Placement were held in escrow pending the closing of the Acquisition, following which the net proceeds were released to SNC-Lavalin and each subscription receipt was exchanged for one common share in the capital of SNC-Lavalin.
SNC-Lavalin was represented in-house by a team led by Hartland Paterson, Executive Vice-President and General Counsel. Norton Rose Fulbright acted as counsel to SNC-Lavalin through its offices in Montréal, Toronto, Washington, London and New York. Norton Rose Fulbright’s team was led by Stephen Kelly and included, in Montréal, David Lemieux, Martin Thériault, Elliot Shapiro, Derek Chiasson, Amélie Metivier, Renée Loiselle, Michelle Felsky, Melanie Josepovici, Lady Africa Sheppard, Riccardo Lento and Rachel Lesmerises, and in Toronto, Noah Schein. The London-based M&A team was led by Paul Whitelock and Andrew Phillips and also included Raj Karia, James Dunnett, Ian Giles, Matthew Findley, Nicolas Sirtoli, Ed Gardner, Joshua Temkin, Livia Li, Rebecca Williams, Philip Jelley and Ann Moseley. Chris Hilbert and Manny Rivera of Norton Rose Fulbright’s New York office advised on US matters. Larry Franceski of Norton Rose Fulbright’s Washington office advised on US regulatory matters.
Osler, Hoskin & Harcourt LLP acted as counsel to Atkins with a team consisting of Clay Horner, Emmanuel Pressman and Desmond Lee (corporate).
Slaughter and May acted as counsel to Atkins with a team comprising Steve Cooke, Chris McGaffin, Emma Primrose, Warwick Brennand and Katie Kershaw (corporate), Anna Lyle-Smythe, Chad de Souza and Rosy Cheetham (competition/regulatory), and Jonathan Fenn and Saba Rais (employment/share schemes).
Stikeman Elliott LLP acted as counsel to the underwriters on the Public Offering, with a team that included Benoît Dubord, Julien Michaud, Julien Robitaille-Rodriguez, Franco Gadoury and Philippe Kattan, Jérémie Ste-Marie and Danielle Royale.
Davies Ward Phillips & Vineberg LLP acted as counsel to Caisse with a team that included Sébastien Thériault, Mylène Nadeau and Claudia Michaud (financing), Franziska Ruf and Nicolas Morin (capital markets /corporate) and Andrea Dupuis (corporate).
McCarthy Tétrault LLP acted as counsel to the administrative agent and lenders on the syndicated credit facility with a team that included Michel Deschamps, Marjolaine Hémond Hotte and Katherine Girard.