Transactions & Cases Detail
Toromont buys Hewitt Group for C$1.1B
October 27, 2017
Real Property / Construction
1.1 Billion CAD
On October 27, 2017, the Hewitt Group closed the sale of its businesses and net operating assets to Toromont Industries Ltd. in exchange for consideration of C$917.7 million cash plus the issuance of 2.25 million Toromont shares (nominally C$100 million based on 10 day average share price as at signing) for a total consideration of approximately C$1.1 billion.
Hewitt Equipment Limited was the authorized Caterpillar dealer for the province of Québec, Western Labrador and the Maritimes, as well as the Caterpillar lift truck dealer for most of Ontario. It was also the MaK dealer for Québec, the Maritimes and the Eastern seaboard of the United States, from Maine to Virginia.
The transaction is significant because it is the largest private deal in Quebec and one of the largest in Canada in 2017. It was a breakthrough deal in more ways than one, including a global record breaking valuation for a Caterpillar Dealership. Beyond leadership of the multi-party business and transactional negotiations, it also involved important tax structuring , very sensitive environment matters, regulatory approvals as well as the logistics of over 40 locations to transfer in the context of an asset sale.
McCarthy Tétrault LLP acted as overall business, strategic and legal advisor to the Hewitt Group with a team led by David McAusland, Karl Tabbakh and Hadrien Montagne, that included Louis-Charles Filiatrault, Bianca Déprés, Thomas Etienne, Tamara Shabazova (Corporate), Cindy Vaillancourt, Selina Lee-Andersen (Environment), Christian Meighen, Marie-Soleil Landry (Tax), Jacques Rousse, Lorraine Allard, Diana Theophilopoulos (Employment/Pension Plan), Sébastien Thomas, Marie-Josée Marcoux (Real Estate), Dominic Thérien (Competition) Marie-France Gagnon, Étienne Guertin and Eve Tessier (Financing).