The aggregate cash consideration for the Acquisition of £20.80 per Atkins share in cash for a total consideration of approximately C$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 C$400 million concurrent private placement of subscription receipts (the Concurrent Private Placement) with the Caisse de dépôt et placement du Québec (the Caisse); a C$1.5 billion loan from the Caisse to SNC-Lavalin Highway Holdings Inc. (the entity that holds SNC-Lavalin’s 16.77% interest in Highway 407 ETR 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.
Norton Rose Fulbright’s team was led by Stephen Kelly and included, in Montréal, David Lemieux, Martin Thériault, Elliot Shapiro, Derek Chiasson, Amélie Métivier, 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 in respect of U.S. matters. Larry Franceski of Norton Rose Fulbright’s Washington office advised in respect of U.S. regulatory matters.