Davies, Blakes, Bennett Jones, McCarthy Tetrault, Torys legal counsel this week
Deal: Telecom giant Rogers to buy rival Bell’s stake in Maple Leaf Sports and Entertainment
Value: $4.7 billion
Davies, Blakes, Bennett Jones, McCarthy Tetrault, and Torys assist as legal counsel in this week’s top deals, including telecom giant Rogers’ $4.7 billion acquisition of its rival BCE Inc.’s stake in Maple Leaf Sports and Entertainment, which owns most of Toronto’s professional sports teams and venues.
Telecom giant Rogers Communications has signed an agreement to acquire the 37.5 percent shares of rival Bell Canada Enterprises (BCE Inc.) in Maple Leaf Sports & Entertainment (MLSE), the company that owns most of Toronto’s professional sports team and venues, in a deal valued at $4.7 billion.
Davies is serving as legal counsel to Rogers with a team including Melanie Shishler, Aaron Atkinson, and Marc Pontone (M&A); David Wilson and Daniel Pearlman (capital markets); and Anita Banicevic and Teraleigh Stevenson (regulatory).
Blakes is serving as legal counsel to Bell with a team including partners Shlomi Feiner and Jacob Gofman (M&A); Micah Wood and Jonathan Bitran (competition & antitrust); Paul Stepak and Evan Schmid (tax); and Michael Matheson (financing).
Rogers Executive Chair Edward Rogers said, “Winning is everything for fans, and that’s why we’re committed to investing to bring more championships to Canada.”
MLSE currently owns the Toronto Maple Leafs, Toronto Raptors, Toronto FC, Toronto Argonauts football team and related minor league and e-league properties. It also owns and operates Scotiabank Arena, Toronto’s main pro hockey and basketball facility, as well as five of the city’s largest sports facilities.
Upon deal completion, Rogers will become the largest owner of MLSE, with a controlling interest of 75 percent. Also included in the agreement is BCE’s Bell Media securing access to content rights for the Toronto Maple Leafs and Toronto Raptors on its TSN sports network for the next 20 years.
The deal is expected to close in mid-2025, subject to league and regulatory approvals.
Canada Pension Plan Investment Board (CPP Investments), alongside funds managed by Blackstone Real Estate Partners, Blackstone Infrastructure Partners, Blackstone Tactical Opportunities, and Blackstone’s private equity strategy for individual investors, has agreed to acquire AirTrunk, the largest data center platform in the Asia Pacific region, from Macquarie Asset Management and other investors including PSP Investments. CPP Investments committed to acquire a 12 percent interest in AirTrunk, as part of a transaction that values the business at an implied enterprise value of approximately $22 billion (A$24 billion).
Legal counsel for this deal includes Allens for CPP Investments, Simpson Thatcher & Bartlett and King & Wood Mallesons for Blackstone, and Baker McKenzie for AirTrunk.
“CPP Investments has invested in the Asia Pacific data centre sector for several years, and we have witnessed significant growth in this space, fueled by a strong demand for digital infrastructure and, more recently, the increasing adoption of artificial intelligence,” said CPP Investments Global Head of Real Assets & Head of Europe Senior Managing Director Max Biagosch. “This investment represents another milestone in our broader data centre strategy, further enhancing our footprint in the region.”
“This is Blackstone at its best – leveraging our global platform to capitalize on our highest conviction theme,” said Blackstone President and CEO Jon Gray. “AirTrunk is another vital step as Blackstone seeks to be the leading digital infrastructure investor in the world across the ecosystem, including data centers, power and related services.”
“This transaction evidences the strength of the AirTrunk platform in a strong performing sector as we capture the next wave of growth from cloud services and AI and support the energy transition in Asia Pacific,” said AirTrunk Founder and CEO Robin Khuda “We look forward to working with Blackstone and CPP Investments and benefitting from their scale capital, sector expertise and valuable network across the various local markets, which will help support the continued expansion of AirTrunk.”
The deal is subject to approval from the Australian Foreign Investment Review Board.
Methanex Corporation, a Vancouver-based, publicly traded company and one of the world’s largest suppliers of methanol, has agreed to acquire OCI Global’s international methanol business for approximately $2.8 billion (US$2.05 billion).
McCarthy Tétrault LLP, Baker McKenzie LLP, Loyens & Loeff N.V. and Reed Smith LLP are serving as legal counsel to Methanex, with Deutsche Bank and RBC Capital Markets as financial advisors. A&O Shearman is serving as legal counsel to OCI, with Morgan Stanley & Co. International as financial advisor.
The deal includes OCI’s interest in two world-scale methanol facilities in Beaumont, Texas, one of which also produces ammonia. The acquisition also includes a low-carbon methanol production and marketing business and a currently idled methanol facility in the Netherlands.
“This is a unique opportunity to create value by acquiring two highly attractive North American methanol assets that will further strengthen our global production base,” said Methanex President and CEO Rich Summer. “The Beaumont plants benefit from access to North America’s abundant and favorably-priced supply of natural gas feedstock, and are expected to increase our global methanol production by over 20 percent.”
“We are pleased with the opportunity to achieve a significant ownership position and are highly confident in Methanex’s ability to create enduring value for shareholders,” said OCI Executive Chairman Nassef Sawiris. “As the global leader committed to safety and operational excellence, we identified Methanex as the natural owner of OCI Methanol at the outset of our strategic process, which we initiated in the spring of 2023.”
The deal is expected to close in the first half of 2025.
First Majestic Silver Corp. and Gatos Silver, Inc. announced a merger agreement in which First Majestic will acquire Gatos in a deal valued at approximately $1.31 billion (US$970 million).
Bennett Jones is serving as Canadian legal counsel to First Majestic with a team that included James Beeby, Lisa Stewart, Jeff Taylor, Claire Lingley, Madison Sutherland (M&A), Anu Nijhawan, Marshall Haughey (Tax) and Simon Grant (Financial Services). Dorsey & Whitney LLP is serving as US legal advisor to First Majestic, with National Bank Financial as the exclusive financial advisor. TD Securities provided a fairness opinion to the board of directors.
McCarthy Tetrault LLP and White & Case LLP are serving as Canadian and US legal counsel, respectively, to Gatos, with BofA Securities as the exclusive financial advisor. GenCap Mining Advisory Ltd. provided a fairness opinion to the Special Committee of the Gatos board of directors.
“The acquisition of Gatos Silver is a highly compelling and transformative transaction that meaningfully enhances First Majestic's operating platform through the addition of 70% of Cerro Los Gatos - a high quality, long-life, unencumbered, free cash flow generating asset in the mining-friendly state of Chihuahua, Mexico,” said First Majestic President and CEO Keith Neumeyer. “Mexico is a country that First Majestic has operated in for over 20 years, and we are extremely excited to deploy our operating expertise within these mining districts to deliver operational synergies and exploration success for our shareholders.”
“We are pleased to enter into this transaction with First Majestic, as it provides our shareholders an attractive immediate premium and the opportunity to retain exposure to the high quality, long-life Cerro Los Gatos asset, now within a well-established intermediate primary silver producer,” said Gatos CEO Dale Andres. “This transaction also provides our shareholders with the benefits of First Majestic’s enhanced capital markets presence, liquidity and balance sheet, while combining its local Mexican expertise and history of operations with our history of successful performance.”
The deal is expected to close in early 2025, subject to the satisfaction of customary closing conditions, including approvals of the shareholders of First Majestic and Gatos, clearance under Mexican anti-trust laws, and approval of the listing of the First Majestic common shares.
Veren Inc. announced a strategic long-term partnership with Pembina Gas Infrastructure (PGI), securing $400 million in net cash proceeds. The transaction focused on Veren’s infrastructure assets in the Alberta Montney.
Torys LLP is acting as legal counsel to Veren, with a team including David Cuschieri, Amy Maginley, Tanis Makowsky, Alanah Wiberg, Katelyn Deyholos, Matt Bean, Charlotte Hardwicke-Brown (corporate/oil & gas), Darryl Hiscocks (employment), and Ian Li (competition). CIBC Capital Markets acted as the financial advisor, and BMO Capital Markets served as the strategic advisor to Veren.
The transaction enables Veren to reduce its debt by $400 million, part of an expected $1.3 billion total debt reduction in 2024. Additionally, PGI will fund up to $300 million for future infrastructure developments, lowering Veren’s capital expenditures. The partnership includes a 15-year take-or-pay agreement, generating an annual fee of $35 million.
Veren sold its working interests in four oil battery sites while maintaining operatorship and acquiring additional sites previously operated by PGI. This deal enhances Veren's access to Patterson Creek Gas Plant and reduces operational costs by renegotiating multiple agreements with lower fees.
The deal is expected to close in the fourth quarter of 2024, subject to customary closing conditions.
