APG and Fiera Infrastructure’s Acquisition Of Conterra Networks

Weil, Gotshal & Manges LLP acted as corporate counsel and Harris, Wiltshire & Grannis LLP serves as regulatory counsel to Fiera Infrastructure and APG, and Goulston & Storrs PC served as legal counsel to APG. TD Securities and Evercore served as financial advisors, and Dechert LLP acted as corporate counsel to Conterra and Court Square and Morgan, Lewis & Bockius LLP serves as regulatory counsel to Conterra.

Conterra Ultra Broadband Holdings, Inc. (“Conterra Networks”, or “the Company”) executed a definitive agreement for affiliates of APG Group NV (“APG”) and affiliates of Fiera Infrastructure Inc. (“Fiera Infrastructure”), along with significant participation by the Company’s senior management team, to acquire the remaining indirect equity interests of the Company not already owned by Fiera Infrastructure, from affiliates of Court Square Capital Partners (“Court Square”) and certain other indirect equity holders of Conterra.

Fiera Infrastructure acquired a significant equity interest in the Company in April 2019, and the Transaction represents the culmination of Fiera Infrastructure’s plan to acquire additional equity interests. Fiera Infrastructure is a leading global mid-market direct infrastructure investor and an affiliate of Fiera Capital Corporation (TSX: FSZ).

Conterra Networks, headquartered in Charlotte, North Carolina, is one of the largest independent fiber infrastructure services providers in the United States, with an 11,100-route mile fiber network that brings high-capacity customized middle and last-mile fiber and wireless services to enterprise, carrier, education, government and data center customers across 21 states in the Southeast, South Central and Western US.

APG is one of the largest pension fiduciary asset managers in the world, working for over 22,000 employers and providing the pension for one in five families in the Netherlands (approximately 4.7 million participants). APG is one of the most active infrastructure investors globally, including a growing global presence across the telecommunications sector.

Court Square is a middle market private equity firm with one of the most experienced investment teams in the industry. Since 1979, the team has completed over 230 investments, including several landmark transactions, and has developed numerous businesses into leaders in their respective markets. Court Square invests in companies that have compelling growth potential within the business services, general industrial, healthcare, and technology and telecommunications sectors. The firm has $7.2 billion of assets under management and is based in New York, N.Y.

The Dechert team advising Court Square Capital Partners and Conterra Networks included corporate partners Ken Young (Picture) and Adam Rosenthal, and corporate associates Paul Bennett, Dorothy Hill, Gurbir Sandhu and Barrett Schitka. Partner Sarah Gelb and associate Emily Lozada advised on finance aspects; partner Edward Lemanowicz and associate Elizabeth Guidi advised on tax aspects; and partner Eric Rubin and associates Aryeh Zuber and Andrew Braid advised on employee benefits aspects of the transaction.

Involved fees earner: Paul Bennett IV – Dechert; Andrew Braid – Dechert; Sarah Gelb – Dechert; Elizabeth Guidi – Dechert; Dorothy Hill – Dechert; Edward Lemanowicz – Dechert; Emily Lozada – Dechert; Adam Rosenthal – Dechert; Eric Rubin – Dechert; Gurbir Sandhu – Dechert; Barrett Schitka – Dechert; Kenneth Young – Dechert; Aryeh Zuber – Dechert;

Law Firms: Dechert;

Clients: Conterra Networks; Court Square Capital Partners;

Author: Ambrogio Visconti