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AND Goodmans LLP; Lawson Hunter, Jeffrey Brown, Paul Beaudry and Alexandra Stockwell (competition), Stikeman Elliott LLP. For FGL: In-house by Evan Johnston, Vice President, General Counsel and Corporate Secretary; Ross Bentley and Pat Finnerty (M&A), Brian Facey and Julie Soloway (competi- tion), Garth Anderson and Richard Dawson (real estate), Brian Thiessen and Gordon Kettyle (labour & employment), and Monica Sharma (IP), Blake, Cassels & Graydon LLP. For FGL’s Special Committee of the Board of Directors: Robert EngbloomandLianneTysowski (securities),MacleodDixon LLP. Centric Health Corporation The appeals process demands detailed and discriminating analysis of the existing record. It rewards the insight to identify and articulate a strategy upon which a case will turn. It favours Dee Rajpal, Robert Betteridge, Joel Scoler, Stikeman Elliott LLP Burnet Duckworth McCarthy Tétrault LLP those with an intimate understanding of & Palmer LLP the procedures and perspectives that Details: Centric Health Corporation (Centric) (TSX:CHH) acquired define our appeal courts and Supreme LifeMark Health Limited Partnership (LifeMark) through the pur- chase of all of the common units of LifeMark, the intellectual Court. It is an unforgiving environment property used by LifeMark in connection with its business, the intellectual property related to the MEDIchair division and for those who approach unprepared. replacement of existing LifeMark debt for aggregate considera- tion of up to approximately $215-million. The consideration was In the appeals process, settled by cash of approximately $135-million, the assumption of existingearnoutobligationsandfuturedebtforacquisitionsofup he who wins last, wins. to $20-million, and up to $60-million by the issuance of Centric Health common shares. Alaris Royalty Corp. (Alaris) (TSX:AD), a part-owner of LifeMark, was paid $65-million cash for a portion Call us. of its financial interest in LifeMark and all of its financial interest in MEDIchair. In addition, Alaris retained an interest in LifeMark entitling it to a $6.75-million annual preferred distribution (subject to a 4 percent annual increase thereafter), which has a redemp- tion value of $65.5-million. A syndicate comprised of Canadian Imperial Bank of Commerce, as agent and lender, together with National Bank of Canada, Bank of Montreal, The Toronto- Dominion Bank, The Bank of Nova Scotia, and Alberta Treasury Branches, as lenders, provided senior secured credit facilities of $195-million in connection with the transaction including a $40- million accordion feature for future expansion purposes. Date: Closed June 9, 2011. Toronto: 416 867 3076 On the Deal: For Centric: Dee Rajpal, Vanessa Dimilta, Marc-André Earl Cherniak, Q.C., Kirk Boggs, Mark Freiman, Wilson and Cora Zeeman (M&A), Marie Garneau, Kelly Kirk Stevens, Jasmine Akbarali, Brian Radnoff, Niebergall, Helve Hess and Andrew Grant (banking), Cynthia Kuehl Stikeman Elliott LLP. For LifeMark: Faralee Chanin, Richard Stobbe and Kevin Schouten, London: 519 672 4510 Field LLP. Peter Kryworuk, Ian Leach, Andrew Murray, For Alaris: In-house by Rachel Colabella; Robert Betteridge, Colin Carolyn Brandow Luke, Michael Ervin and Byron Chan, Burnet Duckworth & Palmer LLP. For the lenders: Joel Scoler, David Woollcombe, Greg Walters, Lerners LLP is 100-plus lawyers with a proud history Jennifer Pyke, McCarthy Tétrault LLP. of 80 years of successful litigation. Compiled by Gina Fusco. If you would like to see your company’s deals listed in a www.lerners.ca/appeals future edition of Deals & Developments, send the details to gina.fusco@rogers.com.