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CCCA_V6No4_Col-DealDevelop-FIN_CCCA_V6No4 11/26/12 4:49 PM Page 41 AND H.I.G. Capital and Arctic Glacier Income Fund (con’d) AND On the Deal: For AGIF: Kevin McElcheran, Heather Meredith, Jamey Gage, Kelly Peters (bankruptcy and restructuring), Jonathan Grant, Jennifer Pyke and Emily Ng (mergers and acquisitions), McCarthy Tétrault LLP; Hugh Adams and Dale Melanson Kevin McElcheran, Jonathan Grant, Hugh Adams, Marc Wasserman, Jeremy Dacks, McCarthy Tétrault LLP McCarthy Tétrault LLP Aikins, MacAulay Osler, Hoskin Osler, Hoskin (corporate), and Bruce Taylor & Thorvaldson LLP & Harcourt LLP & Harcourt LLP (bankruptcy and restructuring), Aikins, MacAulay & Thorvaldson LLP. For the monitor: Marc Wasserman, Michael De Lellis and Patrick Riesterer (restructuring), Jeremy Dacks and Mary Paterson (litigation), Mary Abbot and Ivan Pankoff (mergers and acquisitions), Kimberly Wharram (tax) and Michael Matheson (financial services), Osler, Hoskin & Harcourt LLP; David R.M. Jackson and Len Lucas, Taylor McCaffrey LLP. Tony DeMarinis, Donald Douglas, Jeff Hirsch, Martin Langlois, For CPPIB and West Face: Tony DeMarinis, Scott Torys LLP Thompson Dorfman Thompson Dorfman Stikeman Elliott LLP Bomhof, Michael Rotsztain, Adam Slavens and Lee Sweatman LLP Sweatman LLP Cassey (restructuring and insolvency), and Amanda Balasubramanian, Adam Delean and Simon Williams (financing and lending), Torys LLP; Donald Douglas and Jeff Hirsch, Thompson Dorfman Sweatman LLP. For H.I.G. Capital: Martin Langlois, Jeffrey Singer, Kevin Smyth and Steven Bennett (mergers and acquisitions) and Elizabeth Pillon (insolvency), Stikeman Elliott LLP. Golf Town USA Holdings Inc. Details: Golf Town USA Holdings Inc., through a wholly owned subsidiary, completed the acquisition of 100 per cent of the common shares of Golfsmith International Holdings, Inc. (“Golfsmith”) by way of plan of merger for aggregate consideration of Neil Sheehy, Tim Andison, Gordon Raman , Gus Karantzoulis, Stephanie Robinson, Goodmans LLP Blake, Cassels Borden Ladner Borden Ladner McMillan LLP approximately US$163.1-mil- & Graydon LLP Gervais LLP Gervais LLP lion (the “Acquisition”). The combined business will be majority owned, indirectly, by OMERS Administration Corporation for and on behalf of the OMERS pension plans (“OMERS”) and will be managed by OMERS Private Equity Inc., which is the entity responsible for identifying and managing the private equity investments of OMERS. Immediately following completion of the Acquisition, Golf Town Canada Inc. (“Golf Town Canada”) and Golfsmith completed a private placement of 125,000,000 units (“Units”) for aggregate gross proceeds of $125-million (the “Offering”), with each Unit consisting of (i) C$0.64 principal amount of 10.50 per cent senior second lien notes of Golf Town Canada due 2018, and (ii) C$0.36 principal amount of 10.50 per cent senior second lien notes of Golfsmith due 2018. The Offering was underwritten by a syndicate of underwriters comprised of Scotia Capital Inc., TD Securities Inc. and BMO Nesbitt Burns Inc., as joint bookrunners, and HSBC Securities (Canada) Inc. and National Bank Financial Inc., as co-managers. The Units were issued pursuant to a trust inden- ture with BNY Trust Company of Canada, as Canadian co-trustee and collateral agent and The Bank of New York Mellon, as U.S. co- trustee and collateral agent. Following completion of the Acquisition, Golfsmith and Golf Town Canada, as borrowers, and GE Capital, Corporate Retail Finance, as administrative agent, entered into a new secured credit facility (the “ABL Facility”), consisting of a US$135- million revolving credit facility and a Cdn$15-million non-revolving first-in last-out term loan facility. Date: Closed July 24, 2012. On the deal: For OMERS Private Equity: In-house by Chantal Thibault, General Counsel, and Andrew Prodanyk, Director Legal; Neil Sheehy, Brad Ross, Gail Jaffe, Brian Savage, Victoria Petherbridge, Joanna Creed and Brad Hennick (corporate/securities); Jay Feldman, Vanessa Yeung and Grant Coad (banking); Alan Bowman and Ken Saddington (tax) and Joe Conforti (employment), Goodmans LLP; Daniel Hayhurst and Paul Dempsey, Gowling Lafleur Henderson LLP. For Golfsmith: Jim Eliasberg, Vice President & General Counsel; John Reiss, Greg Pryor, Dovrat Bashan and Amanda Ackerman (M&A), Colin Diamond, David Johansen and Elodie Gal (capital markets), Mark Hamilton (benefits), Bill Dantzler and Isaac Tendler (tax), and Glenn Kurtz, Andrew Hammond and Becky Bodony (litigation), White & Case LLP. HIVER 2012 CCCA Canadian Corporate Counsel Association 41