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CCCA_V6No3_Col-DealDevelop-FIN_CCCA_V6No1_Col-DealDevelop-V1.qxd 9/18/12 2:18 PM Page 41 AND Fiera Capital Corp. (con’d) AND Details: (con’d) Shares and 35 per cent of the total number of Class A Shares and Class B special voting shares in the capital of Fiera issued and outstanding, as well as a cash payment of $85,553,219. The Bank also received an option to acquire additional Class A Shares of Fiera at a market price determined on the day of exercise, equal to 2.5 per cent of total shares outstanding at the end of September in each of 2013 and 2014. If the options are fully exercised, the Bank will own 40 per cent of the outstanding shares of Fiera. The issuance of Class A Shares was approved by the shareholders at their annual and special meeting held on March 29, 2012. Date: Closed April 2, 2012. On the Deal: For Fiera: In-house by Violaine Des Roches; Christiane Jodoin, John Leddy, John Black, Andrew Powers, Éric Blondeau, Cameron MacDonald, Raphaël Amram, Fady Hammal (corporate and securities); François Auger and Alain Fournier (tax); Étienne Massicotte (financial services); and Peter Glossop (competition), Osler, Hoskin & Harcourt LLP. For National Bank: In-house by Brian A. Davis; David McAusland, Patrick Boucher, Sonia J. Struthers, Frédéric Harvey, Eleonore Derome, Julie Elmlinger, Natacha Engel, James Farley, Marie-Pierre Grenier, Geneviève Guay, Nathalie Gagnon, Krista Lawson, Marilyn Leblanc, Ian C. Michael, Ryan Rabinovitch, Madeleine Renaud, Barry J. Ryan, Benjamin H. Silver and Véronique Wattiez Larose, McCarthy Tétrault LLP. For Arvestia Inc. (the holding company through which management owns interest in Fiera): Guy Masson, Jean Farley and Luc Boucher, Stikeman Elliott LLP. For the special committee of the Board of Directors: Stephen Kelly and Nicholas Cerminaro, Norton Rose Canada LLP. For The Desjardins Group, Fiera’s founding shareholder: In-house by Caroline Thomassin; Carol Pennycook, Peter Hong and Franziska Ruf, Davies Ward Phillips & Vineberg LLP. Sentry Select Primary Metals Corp. Details: Sentry Select Primary Metals Corp. (the “Company”) completed an offering of 7,600,000 Class A shares of the Company (“Shares”) through a short- form prospectus at a price of $8.97 per share for aggregate gross proceeds of approximately $68.2-mil- lion. The offering was made through a syndicate of agents led by CIBC, co-led by RBC Capital Markets, and included Canaccord Genuity Corp., BMO Capital Markets, National Bank Financial Inc., Scotiabank, TD Michael DeCosimo, Stephen Fyfe, Jeff Glass, Ron Richler, Borden Ladner Borden Ladner Blake, Cassels & Blake, Cassels & Securities Inc., GMP Securities L.P., Raymond James Gervais LLP Gervais LLP Graydon LLP Graydon LLP Ltd., Macquarie Private Wealth Inc., Desjardins Securities Inc., Dundee Securities Ltd., HSBC Securities (Canada) Inc., Mackie Research Capital Corp. and Manulife Securities Inc. Date: Closed April 12, 2012. On the Deal: For Sentry Investments Inc.: Michael DeCosimo and Mark Lau (corporate & securities) and Stephen Fyfe and Pierre Létourneau (tax), Borden Ladner Gervais LLP. For the syndicate of agents: Jeff Glass and Norbert Knutel (Securities) and Ron Richler and Josh Jones (tax), Blake, Cassels & Graydon LLP. Chartwell and Health Care REIT Details: Chartwell Seniors Housing REIT and Health Care REIT, Inc. (“HCN”) completed the acquisition from the five Maestro Retirement Residences Funds of a portfolio of 8,187 suites in 42 retirement communities in key Canadian growth markets for a net purchase price of approximately $931- million. The transaction received the approvals of both the Competition Bureau and Investment Canada. Chartwell and HCN formed a co-ownership, each acquiring a 50 per cent undivided interest in 39 of the retirement com- munities with 7,662 suites, for a net purchase price of approximately $850 million. HCN also acquired a 100 per cent interest in three of the retirement Christopher Murray, Neil Bindman, Claude Gendron, Osler, Hoskin & Stikeman Elliott LLP Fasken Martineau communities with 525 suites, for a net purchase price of approximately $81- Harcourt LLP DuMoulin LLP million. In connection with the acquisition, on March 9, 2012, Chartwell com- pleted public offerings of 24,913,125 subscription receipts at a price of $8.20 per subscription receipt for gross proceeds of $204,287,625 and $135,000,000 aggregate principal amount of 5.7 per cent convertible unsecured subordinated debentures, including the exercise, in full, of the over-allotment options in respect of the subscription receipts and the debentures. The offerings were completed on a bought-deal basis through a syndicate of investment dealers led by RBC Capital Markets and including CIBC World Markets Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Genuity Corp. and GMP Securities L.P. Date: Closed May 1, 2012. On the Deal: For Chartwell: In-house by Jonathan Boulakia, Executive Vice-President and General Counsel; Chris Murray (corporate), Rod Davidge (real estate), Nicole Cloutier, Craig Harkness, Lindsay Hamilton, Stella Di Cresce and Brian Donnelly (real estate); Terry Burgoyne, David Hanick, David Vernon, Adam Gutkin, Courtney Ashton and Caitlin Gossage (corporate); Michael Matheson (finan- cial services); Peter Glossop and Kaeleigh Kuzma (competition and Investment Canada); Michael Watts and Leah Stansbury (health); Kimberley Wharram and David Davachi (tax), Osler, Hoskin & Harcourt LLP; Neil Bindman, Lana Rabinovitch, Elizabeth Labrie and AUTOMNE 2012 CCCA Canadian Corporate Counsel Association 41
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