Blakes, DLA Piper, Cassels, Bennett Jones legal counsel this week
This week saw landmark deals in the industry, including Canada Pension Plan Investment Board, Neuberger Berman Private Markets and EQT forming a consortium to take control of international schools operator Nord Anglia Education in a deal valued at approximately $20 billion (US$14.5 billion). Among the legal counsel in this roundup are Blakes, DLA Piper, Cassels, and Bennett Jones.
CPPIB, Neuberger Berman, EQT form consortium to take control of Nord Anglia in $20 billion deal
Canada Pension Plan Investment Board (CPPIB) and Neuberger Berman Private Markets formed a consortium with Swedish investment firm EQT to acquire a majority stake in Nord Anglia Education, a leading international schools organization which operates more than 80 schools in 33 countries, in a deal valued at approximately $20 billion (US$14.5 billion).
Latham & Watkins is serving as legal counsel to CPPIB, EQT, and Nord Anglia. Debevoise & Plimpton and Ropes & Gray are also acting as legal counsel to EQT.
Goldman Sachs, J.P. Morgan, and Morgan Stanley are serving as lead financial advisors to Nord Anglia, while Lazard is serving as private capital advisor, and Deutsche Bank and HSBC are serving as financial advisors.
EQT and CPP Investments reinvested in Nord Anglia, while Neuberger Berman joined as a new strategic partner. EQT's investment was made via its BPEA Private Equity Fund VIII.
Neuberger Berman Managing Director David Stonberg said, “Nord Anglia's extensive track record and unwavering commitment to supporting over 85,000 students worldwide uniquely positions the company for future growth. We are honored to lead a consortium of investors who share our passion for delivering exceptional educational experiences.”
“EQT has had the privilege of partnering with Nord Anglia since 2008, and we've developed a deep connection with this exceptional business,” said Jack Hennessy, Partner within the EQT Private Equity advisory team, “Over the years, we've witnessed Nord Anglia grow from six schools to more than 80 which today serve more than 85,000 students across the globe. Alongside this growth, we're proud to have helped elevate teaching excellence through industry-leading partnerships established under our ownership. With today's announcement, we are thrilled to continue this journey with Neuberger Berman, CPP Investments, and our global institutional co-investors, and support Nord Anglia's continued success and innovation in the global education space.”
“Nord Anglia was CPP Investments' first direct equity investment in the private education sector, and we are proud to have been a partner, alongside EQT, in its growth globally over the years,” said CPP Investments Senior Managing Director & Global Head of Private Equity Caitlin Gubbels. “Our reinvestment allows us to remain committed to Nord Anglia while delivering an attractive return to the CPP Fund. We are highly confident in the growth potential of the sector and look forward to working with new investors.”
“Families choose our schools because we help our students gain the academic outcomes, confidence, and life skills they need to succeed in the future, said Nord Anglia CEO Andrew Fitzmaurice. “At the heart of our students' achievements are our high-quality teachers. Our ability to attract and develop outstanding teachers sees us receive over 60 applications for every teaching vacancy, reflecting the strength of our world-class professional learning program and career pathways. Since day one, EQT and CPP Investments have shared our educational philosophy and with the addition of Neuberger Berman, we are further strengthening this successful partnership. Focused on improving students' outcomes, we will accelerate our research of new teaching and learning practices, curricula innovation, and the growth and development of our global teaching community.”
Rogers nears $7 billion financing deal to reduce debt
Rogers Communications Inc., Canada’s largest wireless company, is raising $7 billion structured equity investment to reduce its debt, in a deal that will give the undisclosed financial investor a minority stake in a portion of Roger’s regional wireless network.
The deal will not involve selling any Rogers shares and has no specific term. Rogers will keep operational control of its networks and ownership of its cell towers.
The company expects the structured equity deal to reduce its leverage to 3.7x by the end of the year.
Rogers CEO Tony Staffieri said, “This is well ahead of our 4.2x target we previously communicated, and it will accelerate our Shaw deleveraging plans by a full 12 months. This structured financing transaction is the first of its kind in Canada and demonstrates our innovative approach to maintaining an investment-grade balance sheet, while investing in growth.”
The deal is expected to close in the fourth quarter of 2024.
Smucker to sell Canadian cookie maker Voortman to Second Nature Brands for $422 million
The J.M. Smucker Co. has agreed to sell Canadian cookie brand Voortman to Second Nature Brands, a US-based creator of premium snacks and treats controlled by CapVest Partners LLP, in a deal valued at approximately $422 million (US$305 million). This is the fourth time since 2015 that Voortman is being sold.
Blake, Cassels & Graydon LLP is serving as the legal counsel and Goldman Sachs & Co., LLC as the financial advisor to Smucker.
The deal includes all Voortman trademarks and Smucker’s manufacturing facility in Burlington, Ontario. Additionally, approximately 300 employees are expected to move to the new company as part of the business transition.
Smucker acquired Voortman in 2023 as part of its US$5.6 billion takeover of Hostess Brands. Hostess had purchased Voortman in 2019 from private equity company Swander Place Capital for US$320 million.
“This decision reflects our continued commitment to portfolio and resource optimization to focus on our largest growth opportunities as a Company," said Smucker Chair of the Board, President and CEO Mark Smucker. “The divestiture of the Voortman® brand is an important step in our integration plans that will enable the execution of our Sweet Baked Snacks strategy through dedicated focus and ongoing investments in the Hostess® brand, advancing our leadership in the sweet baked goods category.”
The deal is expected to close in he third quarter of Smucker’s current fiscal year ending April 30, 2025, subject to customary closing conditions and regulatory approvals.
Rio2 announces $55 million public offering
Rio2 Limited, a Vancouver-based mining company, has priced and upsized its previously announced overnight marketed public offering of 84,615,400 common shares from up to $40 million to $55 million. The shares will be issued at a price of $0.65 per share, raising gross proceeds of up to $55 million.
The offering, conducted on a best-efforts basis, was led by Raymond James Ltd. and Eight Capital, with Paradigm Capital Inc. and Pollitt & Co. Inc. also participating as agents.
DLA Piper (Canada) LLP is serving as legal counsel to Rio2. Blake, Cassels & Graydon LLP is acting as legal advisor to the agents.
The raised capital from the offering will support the development and construction of the Fenix Gold Project in Chile, covering costs related to mine infrastructure, processing facilities, and other contingencies.
The agents hold an option to purchase up to an additional 12,692,310 shares, potentially raising the total proceeds to $63.25 million.
The public offering is expected to close on or about October 29, 2024, subject to customary closing conditions and necessary approvals.
Apolo IV Acquisition, Marviken Ontario announce reverse take-over deal
Apolo IV Acquisition Corp. and Marviken Ontario Inc., in collaboration with BotOptions (UK) PLC, a financial institution specialising in the issuing of debt instruments, announced a binding letter of intent, wherein Marviken will acquire Apolo in a reverse takeover that will result in a new entity, Marviken Energy Inc.
The deal will nvolve consolidating Apolo's shares, with Marviken shareholders receiving Apolo shares on a one-for-one basis post-consolidation. Marviken also plans a concurrent private placement of subscription receipts to raise $5 million, led by Haywood Securities Inc.
Mason Law is serving as legal counsel to Marviken. Cassels Brock & Blackwell LLP is serving as legal advisor to Apolo and Bennett Jones LLP to Haywood Securities.
The deal is expected to be completed by December 31, 2024, subject to board, shareholder, and regulatory approvals.
