Fast Action Leads to Successful Closing

Legacy is one of the fastest-growing integrated supply chain services and logistics companies in the US and by the end of 2012 had 18 state-of-the-art warehouse and distribution facilities throughout the US in 13 different states. Vitran, Inc., a publicly-traded company based in Toronto, had decided to sell certain of its US (4) and Canadian (5) subsidiaries, namely those that were involved in the supply chain operations business. Legacy won the bidding and the final deal terms provided for a purchase price of approximately $100 million. The acquisition would increase Legacy’s size by 60%. Vitran required that the deal close on a very compressed time frame.

Legacy considered a number of alternatives and decided to go with Verrill Dana as its primary counsel for this deal.

In addition to coordinating with Legacy’s regular counsel and its in-house staff, and arranging for and coordinating with Canadian co-counsel, Verrill Dana’s primary tasks included: negotiating a Stock Purchase Agreement with seller’s counsel; conducting due diligence on the subsidiaries being acquired; coordinating due diligence on the existing Legacy companies for the lenders; negotiating fee agreements and commitment letters for the senior secured debt with senior lender’s counsel and for the subordinated debt with their counsel, and then negotiating the senior secured syndicated loan documents and related security documents; negotiating the subordinated, unsecured debt; reviewing and revising schedules for the Stock Purchase Agreement and preparing and updating the schedules for the senior and subordinated loan documents; preparing and revising all of the ancillary documents for the acquisition and for the loan transactions; working with Legacy’s existing local counsel for Texas and Nevada and their existing labor/employment counsel, and arranging for local counsel in California, Kansas and Indiana, and working with each of them to address any local law issues and to prepare and finalize the local counsel legal opinions required by the senior and the subordinated lenders; negotiating and finalizing our own legal opinions for the seller, the senior lender and the subordinated lender; designing and creating a corporate restructuring of the existing Legacy company to address lender concerns; addressing Hart-Scott-Rodino issues.

With a team of dedicated lawyers, paralegals and staff, led by Mark Googins as deal leader and Jim Palmer as point man for the financing, Verrill Dana was able to help the client get to a closing with the seller, the senior syndicated lenders and the junior subordinated lenders in two months.