Page 46 - CCCA62_2011

CCCA_V5No2_Col-DealDevelop-FIN.qxd:CCCA_V1No2_Col-News-V1.qxd AND Rogers Communications Inc. (con’d) 5/6/11 12:31 AM Page 46 Janice Spencer, Senior Director and Senior Legal Counsel; Sharon Geraghty, Adam Armstrong, Paul Cowling, Jamie Becker, Anthony Tam, Tom Miller and Andrew Mercer (corporate), Jay Holsten, Omar Wakil and Sue-Anne Fox (competition), James Welkoff and Catrina Card (tax), Chris Medland (pension and employment), Dennis Mahony (environ- mental), Graham Rawlinson (real estate), and Bill Estey and John Cameron, Torys LLP. For Birch Hill: In-house by Lori Evans, General Counsel; Roderick Barrett, Timothy Chubb and Casey Howell (corporate), and Shawn C.D. Neylan and Adam Armstrong, Roderick Barrett, Sharon Geraghty, Torys LLP Stikeman Elliott LLP Torys LLP Michael Kilby (competition), Stikeman Elliott LLP. Ontario Teachers’ Pension Plan Details: Ontario Teachers’ Pension Plan (Teachers’), through its private investment department, Teachers’ Private Capital, completed its previous- ly announced agreement to sell GCAN Insurance Company to RSA Canada, the second-largest insurance transaction of the past decade in Canada. Teachers’ sold the commercial insurer and its parent company, Glenstone Capital Incorporated, to RSA for $420-million. GCAN, a leading Canadian-owned commercial property and casualty insurer, became a subsidiary of Glenstone Capital Inc., a portfolio company of Teachers’ Private Capital, in 2005. Matthew Cockburn, Guy Berman, Chris Germanakos, Torys LLP Torys LLP McMillan LLP Date: Closed January 7, 2011. On the Deal: For OTPP: Matthew Cockburn, Guy Berman, John Unger, Christina Medland, Omar Wakil, Ryan Unruch, Huw Evans, Blair Keefe and Sue-Anne Fox, Torys LLP. For RSA Canada: Chris Germanakos, Sandra Sbrocchi, Anastasia Mamay, David Wentzell, Andrew Stirling, Mark Opashinov, Sorcha O’Carroll and David Elenbaas, McMillan LLP. Uni-Select Inc. Details: Uni-Select Inc. acquired FinishMaster, Inc. for a purchase price of approximately $210- million (U.S.), including the assumption of an estimated net debt of $45-million (the “Acquisition”). As financing for part of the purchase price, Uni-Select Inc. completed a prospectus offering (the “Offering”) of a combination of subscription receipts and extendible convertible unsecured sub- ordinated debentures for aggregate gross proceeds of $103,525,875 (the “Offering”), including an over-allotment option exercised in full by the underwriters of the Offering. The Offering, which was completed on January 6, 2011, was underwritten by a syndicate of underwriters led by National Bank Financial Inc. that included RBC Dominion Securities Inc., TD Securities Inc., BMO Nesbitt Burns Inc., Desjardins Securities Inc., GMP Securities LP and Laurentian Bank Securities Patrick Boucher, Sterling Dietze, McCarthy Tetrault LLP Stikeman Elliott LLP Inc. (the “Underwriters”). The remainder of the purchase price was financed by a new $200-mil- lion operating credit facility and $200-million term facility (the “Debt Financing”) granted by a syn- dicate of lenders led by National Bank Financial Inc (the “Lenders”). The Debt Financing closed on January 10, 2011. Date: Closed January 11, 2011. On the Deal: For Uni-Select: In-house by Pierre Chesnay, Louis Juneau and Patrizia Marino; Patrick Boucher, Fraser Bourne and Charles Flicker (corporate and securities), Mathieu Dubord (banking) and Ylang Ha (tax), McCarthy Tétrault LLP. For the lenders and underwriters: Sterling Dietze, Howard Rosenoff, Ma Ry Tran and Lana Rabinovitch (banking), Steve Robitaille, Maxime Turcotte, Jean-François Laroche and David Tardif (corporate and securities), and Franco Gadoury and Christine Bergeron (tax), Stikeman Elliott LLP. Scotiabank Details: Scotiabank announced the successful completion of its acquisition of DundeeWealth Inc. Prior to the transaction, Scotiabank owned approximately 18 per cent of DundeeWealth. The transaction was effected by way of a takeover bid for all the outstanding shares of DundeeWealth. On the day the offer was announced, the value of the transaction to DundeeWealth shareholders was $2.3-billion, representing an enterprise value for DundeeWealth of approximately $3.2-billion. For each DundeeWealth common share, Scotiabank offered 0.2497 of a Scotiabank common share and, at the election of the shareholder, either $5.00 in cash or 0.2 of a $25.00 principal amount 3.70 per cent five-year rate reset Scotiabank preferred share. DundeeWealth shareholders also received a special distribution of $2 per share in cash as well as an interest in Dundee Capital Markets Inc., which DundeeWealth distributed to its share- holders in connection with the transaction. Date: Announced February 1, 2011. On the Deal: For Scotiabank: In-house by Deborah Alexander, Executive Vice-President, General Counsel & Secretary, and Anita Mackey, Vice-President & Associate General Counsel; Richard Balfour, Michael Siltala, Cornell Wright, [continued next page] 46 CCCA Canadian Corporate Counsel Association SUMMER 2011