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CCCA_V5No4_Col-DealDevelop-FIN_CCCA_V1No2_Col-News-V1.qxd 11/21/11 4:29 PM Page 42 AND XM Canada and Sirius Canada (con’d) On the Deal: For Sirius Canada: Dale Lastman, Robert Vaux, Shevaun McGrath and Chris Sunstrum (M&A), Alan Bowman and Mark Biderman (tax), and Richard Annan (competition), Goodmans LLP; Grant Buchanan (regulatory), McCarthy Tétrault LLP. For the agents on the private placement: David Wilson and William Buchner, Davies Ward Phillips & Vineberg LLP. For CBC: Robert Vineberg, Davies Ward Phillips & Vineberg LLP. For Sirius XM: Ava Yaskiel, Norton Rose OR LLP. For Canadian Satellite Radio Investments Inc. (the largest shareholder of XM Canada): James Elder and Anthony Milazzo, Borden Ladner Gervais LLP. Crew Energy Inc. Details: Crew Energy Inc. completed the acquisition of Caltex Energy Inc., a private oil and gas company, for approximately $600-million comprised of the issuance of common shares of Crew Energy and the assumption of Caltex net debt. The acquisition was completed pursuant to a plan of arrangement under the Business Corporations Act (Alberta). Date: Closed July 1, 2011. On the Deal: For Crew Energy: Michael Sandrelli, Jacob Hoeppner and Lonny Tetley (securities), Jeff Fortin and Heather DiGregorio (tax), Gina Ross (employment) and Jody Wivcharuk (competi- tion), Burnet, Duckworth & Palmer LLP. For Caltex: Donald Boykiw, Rummy Basra and David Rankin (corporate), Stan Ebel and Robert Lee Michael Sandrelli, Donald Boykiw, Burnet, Duckworth & Palmer LLP Osler, Hoskin & Harcourt LLP (tax), Damian Rigolo (employment) and Peter Glossop (competition), Osler, Hoskin & Harcourt LLP. Whiterock REIT Details: Whiterock Real Estate Investment Trust (“Whiterock”) (TSX:WRK.UN) completed an equity offering consisting of 5,640,000 trust units at a price of $13.30 per unit, for gross proceeds of $75,012,000. The offering was completed on a bought deal basis, through a syndicate of underwrit- ers led by TD Securities Inc., and including CIBC World Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., Canaccord Genuity Corp., National Bank Financial Inc., Dundee Securities Ltd., Brookfield Financial Corp., Desjardins Securities Inc., Macquarie Capital Markets Canada Ltd. and Raymond James Ltd. On July 25, 2011, the underwriters exercised their over-allotment option as to an additional 813,700 trust units at a price of $13.30 per unit, bringing the aggregate gross proceeds to Whiterock to approximately $85.8-million. Sheldon Freeman, Simon Knowling, Date: Closed July 5, 2011. Goodmans LLP Torys LLP On the Deal: For Whiterock: Sheldon Freeman, David Nathanson, Lauren MacLeod and Victoria Petherbridge (corporate), Andrew Wiseman and Dan Shapira (real estate), and Mark Biderman (tax), Goodmans LLP. For the underwriters: Simon Knowling, Christian Thatcher (corporate), Bill Lamoureux (real estate) and Grace Pereira (tax), Torys LLP. Northgate Minerals Corporation and Primero Mining Corp. Details: Northgate Minerals Corporation and Primero Mining Corp. announced that they have entered into a definitive arrangement agreement to combine their respective businesses and create a new, leading mid-tier gold producer with significant value creation opportunities. Northgate will acquire all of the issued and outstanding common shares of Primero for 1.50 Northgate common shares per Primero share. The transaction will create a company with an expected combined mar- ket capitalization of approximately $1.2-billion. Date: Announced July 13, 2011. On the Deal: For Northgate Minerals Corporation: Kevin Morris, Alison Harnick, Tom Miller and John Emanoilidis (Canadian corporate and securities); Chris Roehrig and Daniel Raglan (US cor- Kevin Morris, Stephen Wortley, porate and securities); Corrado Cardarelli, Andrew Wong and Saira Bhojani (Canadian tax); Peter Torys LLP McMillan LLP Keenan and Ari Feder (US tax); Mitch Frazer (employment); Omar Wakil (regulatory); Andrew Gray (litigation) and Dennis Mahony (environmental), Torys LLP. For Primero Mining Corp.: Stephen Wortley and Leo Raffin, Grant Wong, Amandeep Sandhu, Farzad Forooghian, Amanda Bichai, Erica Weiss, Alexis Cloutier, and Arman Farahani (securities), Mike Taylor and Herb Ono (US securities), Tom Theodorakis, Damon Chisholm, Rob Scavone, David Dunlop and Dorothy Wong (commercial and security matters), Peter Botz, Christine Man and Kathy Wang (tax), David McInnis, David Elenbaas and Lyndsay Wasser (employment), Keith Clark (First Nations), Carl De Vuono, JR Beaudrie, Matt German and Bob Fraser (multi-jurisdiction due diligence — corporate and real estate), Cory Kent, Darrell Podowski, Carmen Diges and Laurel Petryk (mining), James Musgrove (anti-trust) and Karen Carteri (court applications), McMillan LLP. Yellow Media Inc. Details: Yellow Media Inc. completed the sale of Trader Corporation (“Trader”) to funds advised by Apax Partners for a net purchase price con- sideration of approximately $708-million, net of expenses and estimated working capital, fees and other adjustments. Trader was formed in June 2006 with the integration of Classified Media (Canada) Holdings Inc. (“Trader Canada”) and Trader Media Corporation (“TMC”). Trader publishes approximately 160 publications and 22 websites covering four product verticals: automotive, real estate, general mer- chandise and employment. The real estate, employment and LesPAC.com businesses were excluded from the divestiture. These busi- nesses will continue to be owned and managed by Yellow Media Inc. 42 CCCA Canadian Corporate Counsel Association WINTER 2011