On January 27, 2004, Montreal-headquartered TransForce Income Fund, through three of its wholly owned limited partnerships, acquired substantially all the assets of Calgary-headquartered Canadian Freightways Ltd. and its subsidiaries (CF) and assumed substantially all of CF’s liabilities (other than income taxes) for a cash purchase price of $69.6 million. TransForce had bid for the CF assets as part of the orderly liquidation of CF’s US parent company, Consolidated Freightways Corp. (CFC), which is under Chapter 11 protection in the US.
In connection with the CF acquisition, TransForce completed an amendment and restatement of its existing credit facilities with a syndicate of Canadian banks led by National Bank of Canada, increasing its operating facility to $80 million and reducing the maximum amount available under the term loan to $15 million.
Concurrent to the amendment of its syndicated loan facility, TransForce refinanced its long-term debt by entering into a $50 million term loan agreement with GE Canada Equipment Financing GP secured by rolling stock.
TransForce was represented by Blake, Cassels & Graydon LLP, with a team led by Michael Bantey, and included Marie Sabourin, Neil Herle, Rick Dawson, Silvana D’Alimonte, Iris Tam, Chris Gear, Mark Nicholson, Chris Hersh, Greg Kanargelidis, Kathleen Penny, Caroline Helbronner and Chris Hale; and Sally Neely of Sidley Austin Brown & Wood LLP in Los Angeles acted as special US bankruptcy counsel.
CF was represented by Macleod Dixon LLP, with a team that included Joel Friley, Justin Ferrara, Vera Vynohrad, Ian MacRae, Pamela Horton, Robert Frank, Mel Blair, Chris Wolfenberg, Keenan Moroz and Craig Maurice. CFC was represented by Latham & Watkins LLP in Los Angeles, with a team that included Michael Lurey and Gregory Lunt.
In connection with the amendment to its credit facility, TransForce was represented by Blake, Cassels & Graydon, with a team that included James Papadimitriou, Mélanie Charbonneau and Ian Binnie. The lenders were represented by Stikeman Elliott LLP, with a team that included Jean Lamothe, Howard Rosenoff, Martin Corbo and Stee Asbjornsen.
In connection with the GE Canada term loan, TransForce was represented by Blake, Cassels & Graydon, with a team that included Michael Bantey, James Papadimitriou and Yannick Beaudoin. GE Canada was represented by Marchand Magnan Melançon Forget, with a team that included Francis Meagher and Mathilde Rompré.
