Structurlam Mass Timber acquired by Mercer

15 June 2023

Team:

Cyndi Laval, Jonathan Ross, Stephen Kroeger, Manuel Dominguez, Danny Long, Chris Porter, Stacey Handley, Charlene Joanes, Michael Bussmann, Brent Kerr, Anita Yuk, Emma Hobbs

On June 15, 2023, global forest products company Mercer International Inc. ("Mercer") (Nasdaq: MERC) completed the previously-announced acquisition of substantially all of the assets of Structurlam Mass Timber Corporation and its US and Canadian affiliates (collectively, "Structurlam"), a leading North American provider of mass timber solutions for construction and industrial markets in Canada and the US.

Structurlam filed for creditor protection in April under Chapter 11 of the US Bankruptcy Code and the Companies' Creditors Arrangement Act and entered into a stalking horse asset purchase agreement (the "APA") with Mercer for US$60 million in connection with the sale of Structurlams assets. Pursuant to an auction conducted on May 23, 2023, Mercer increased the consideration under the APA to US$81.1 million in cash consideration. The sale was approved by the US Bankruptcy Court and the Supreme Court of British Columbia.

The insolvency filings were funded by interim (debtor in possession) financing provided by the Bank of Montreal in the principal amount of C$7.5 million.

Gowling WLG advised Structurlam in regard to the insolvency filing, the interim financing, the marketing and sale process and the transaction with a team led by Cyndi Laval and Jonathan Ross and that included Stephen Kroeger and Manuel Dominquez (restructuring and insolvency); Danny Long (corporate/M&A); Kristen Cruise (employment); Chris Porter (lending); Stacey Handley and Charlene Joanes (real estate); Michael Bussmann, Brent Kerr and Anita Yuk (tax); and Emma Hobbs (environmental).

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