Carter Ledyard & Milburn LLP long-time client, Greenfire Resources Inc., announced a business combination with M3-Brigade Acquisition III Corp. and a public listing on the New York Stock Exchange. Greenfire simultaneously completed a senior secured note refinancing, tender offer retiring existing senior secured notes and new credit facilities as well as a PIPE financing.
Greenfire is a Calgary-based energy developer of thermal energy resources from the Athabasca region of Alberta, Canada. The combination with M3-Brigade Acquisition III Corp., a NYSE-listed special purpose acquisition company (“MBSC”), valued Greenfire at US$950 million.
Carter Ledyard assisted Greenfire in completing and simultaneously closing the following transactions:
- The business combination with M3-Brigade Acquisition III Corp. and NYSE listing, valued Greenfire at US$950 million
- A private offering of US$300 million aggregate principal amount of 12% senior secured notes due 2028
- A debt tender offer to retire Greenfire’s previously existing 12% senior secured notes due 2025 in an aggregate amount of approximately $217 million principal amount
- A credit agreement with Bank of Montreal, as agent, and a syndicate of other financial institutions as lenders for senior secured extendable revolving credit facilities for C$50 million
- A PIPE financing in which 4,177,084 Greenfire Common Shares were issued to PIPE investors for approximately US$42 million.
The Carter Ledyard team was led by corporate and securities partner Guy P. Lander and corporate finance partner Steven Paul McSloy, with assistance from corporate partners Richard Pierson, Guy Ben-Ami, and Andris Vizbaras; tax partner Melinda Fellner; counsel Mary Brown; and associates Jennifer Frank, Paul Brown III, Louie Ayash and Claudia Carbone.