United States: Three Fox Rothschild Transactions Among Finalists For M&A Advisor Awards
Last Updated: November 16 2015

Fox Rothschild LLP is pleased to announce that three transactions handled by the firm's attorneys have been listed as finalists in several categories for The M&A Advisor's 14th Annual M&A Advisor Awards. The deals selected were:

  • Acquisition of Wheels Group Inc. by Radiant Logistics, Inc.

    • Cross-Border Deal of the Year (Over $25MM to $100MM)
    • M&A Deal of the Year (Over $75MM to $100MM)
  • Purchase of Veris Gold USA Inc. assets by Whitebox Advisors LLC (WBOX 2014-1 Ltd.)

    • Real Estate Deal of the Year
  • Acquisition of Nelson Pipeline by Beirne Pipeline Holdings partnered with Axis Private Equity

    • M&A Deal of the Year (From $10MM to $25MM)
    • Industrial Goods and Basic Resources Deal of the Year (From $10MM to $100MM)

These annual awards recognize the leading dealmakers, firms and transactions as selected by an independent panel of judges. The winners will be announced at a special awards gala on November 17 at the New York Athletic Club.

Deal Details

Acquisition of Wheels Group Inc. by Radiant Logistics, Inc.

A team of Fox Rothschild attorneys represented Radiant Logistics, Inc. (NYSE MKT: RLGT), a freight forwarding company, in its acquisition of all of the outstanding common shares of Wheels Group Inc. (TSXV: WGI), one of the largest non-asset-based third-party logistics providers based in Canada. Stephen Cohen and Lauren Taylor led the equity expand acquisition side of the transaction in which Radiant purchased all of the outstanding common shares of Wheels for CAD $0.77 per share, payable in cash and shares of Radiant common stock. The total equity value of the transaction was approximately CAD $68.9 million, which consisted of approximately CAD $33.9 million in cash and CAD $35 million in Radiant common stock. With historic Wheels net debt of approximately CAD $32 million that was refinanced in connection with the arrangement, the total enterprise value of the transaction is approximately CAD $100 million.

Other Fox team members included Kevin Scott and Nevena Simidjiyska, who led a complex cross-border debt-financing transaction in which Radiant financed the deal, and Stephen Brill and Sean Reid, who handled the required U.S. securities filings in connection with the Arrangement. The acquisition closed on April 2, 2015.

Purchase of Veris Gold USA Inc. assets by Whitebox Advisors LLC (WBOX 2014-1 Ltd.)

Brett Axelrod, Charles Axelrod and Micaela Rustia Moore represented Veris Gold USA Inc. in its sale of assets to Whitebox Advisors LLC.

The team filed a Chapter 15 for recognition of the foreign proceeding under Canada's Companies' Creditors Arrangement Act before the Supreme Court of British Columbia in Vancouver. The foreign representative sought to preserve the status quo in order to ensure the debtors would have the opportunity to restructure their businesses for the benefit of all stakeholders as contemplated under the U.S. Bankruptcy Code and Canadian law.

The debtors commenced the Canadian Proceeding and filed the Chapter 15 Petition based upon defaults asserted by Deutsche Bank AG related to the purchase of gold. The Canadian Court issued an initial order appointing the foreign representative, authorizing the filing of a chapter 15 petition and specifically prohibiting Deutsche Bank from exercising remedies against the debtors' assets. Due to the nature of the debtors' mining operations and the related safety, regulatory and environmental concerns, the debtors' ability to fund expenses for supplies and payroll is crucial. In turn, the debtors' cash flow is dependent on its ability to sell gold on favorable terms to its primary purchaser. Fox Rothschild assisted with obtaining provisional relief on an expedited basis and getting relief from the U.S. Bankruptcy Court the very same day the chapter 15 petition was filed. The team further assisted in obtaining other forms of relief, including a stipulated use of cash collateral with Deutsche Bank, before the US Bankruptcy Court that have allowed the Debtors to continue their operations.

Fox Rothschild also assisted with process that led to the eventual sale of the gold mines.

Acquisition of Nelson Pipeline by Beirne Pipeline Holdings partnered with Axis Private Equity

A team of Fox attorneys, that included Peter Tucci, Sandra Romaszewski, Rick Rubin, Harsha Krishnan, Christopher Pippett, Susan Jordan, Joseph Sellars and Alexander Radus, represented Navigator Partners, LLC, a private equity firm, and Beirne Pipeline Holdings, LLC in a series of inter-related and complex transactions including:

  • Equity raise for Navigator Nelson Investors LLC
  • Establishment of a joint venture entity, Nelson Infrastructure Services LLC, followed by formation of its wholly owned subsidiary, Nelson Pipeline Constructors LLC
  • Loan by White Oak Global Advisors, LLC to Nelson Pipeline Constructors LLC to fund part of the purchase price for substantially all of the operating assets of Colorado-based Nelson Pipeline Constructors, Inc.
  • Line of credit facility by First Western Trust Bank to Nelson Pipeline Constructors LLC
  • Purchase by Nelson Pipeline Constructors LLC of substantially all of the operating assets of Nelson Pipeline Constructors, Inc.

The deal closed over a three-day period: April 26 to April 28, 2015.

Fox's national Mergers and Acquisitions practice group serves businesses at all stages of development. The attorneys provide counsel on day-to-day business and operational matters and long-term corporate growth strategy. For a list of other recent deals please click here.

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