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CCCA_V7No1_Col-DealDevelop-FIN_CCCA_V6No4 2/12/13 5:28 PM Page 46 AND Kingdom Hotels Details: Kingdom Hotels (Toronto) Ltd., a subsidiary of Kingdom Holding Company, chaired by His Royal Highness Prince Alwaleed bin Talal bin Abdulaziz Alsaud (“Kingdom”), completed the acquisition and financing (first mortgage and mezzanine) of the new Four Seasons Hotel in Toronto from Bay Yorkville Limited Partnership (“BYD”), a new flagship for the Four Seasons brand. The transaction closed on October 5, 2012, for a purchase price of approximately $165,000,000. First mortgage financing was led by The Bank of Nova Scotia (“BNS”). Mezzanine financing was provided by Pearlmark Mezzanine Realty Partners III, L.L.C. Jamie Klein , Mario Di Fiore, Mark Brennan, Stikeman Elliott LLP Goodmans LLP Fasken Martineau (“Pearlmark”). DuMoulin LLP Date: Closed October 5, 2012. On the Deal: For Kingdom: Brenda Hebert, Jamie Klein and Marc Simonik and Lynda Crago (real estate), Melissa Schyven, Anne Weintrop and Thomas Gallagher (financing), Guy Masson, Franco Gadoury (tax) and Genora Coleman (corporate), Stikeman Elliott LLP. For BYD: In-house by counsel Mark Karam; Jules Mikelberg, Jason Park, Karen Groulx and Michael Toshakovski, Fraser Milner Casgrain LLP. For Four Seasons: In-house by vice-president, corporate counsel and assistant secretary, Laurel Vanderjagt; Tom Macdonald, Mario Di Fiore, Jeff Citron and Emily Ting, Goodmans LLP. For BNS: John Currie and Paul Galbraith, McCarthy Tétrault LLP. For Pearlmark (Canadian counsel): Mark Brennan, Dan Law, Dugan Edmison (commercial and real estate), Bill Bies (tax) and Stuart Brotman (insolvency), Fasken Martineau DuMoulin LLP. Primero Mining Corp. Details: Goldcorp Inc. (“Goldcorp”) completed a secondary bought deal offering (the “Offering”) of common shares of Primero Mining Corp. (“Primero”) in connection with an underwriting agreement with Scotia Capital Inc. and Canaccord Genuity Corp. (the “Underwriters”). The Underwriters purchased 8,422,460 common shares of Primero from Goldcorp at a purchase price of C$5.25 per share for gross proceeds of $44,217,915. Primero did not receive any part of the proceeds from the Offering. Following completion of the Offering, Goldcorp retained ownership of approximately 32 per cent of the outstand- ing common shares of Primero. Date: Closed October 11, 2012. On the Deal: For the Underwriters: Bob Wooder, Kathleen Keilty, Denis Silva, David Bowles and Krystin Kempton (securities), and Kevin Zimka (tax), Blake, Cassels & Graydon LLP. Mark Bennett, Cassels Brock & For Primero: In-house by Maura Lendon, vice-president, chief general counsel and corporate secretary; Leo Raffin, Stephen Blackwell LLP Wortley, Barbara Collins, Cory Kent, Alexis Cloutier and Bosa Kosoric (securities), and Herbert Ono and Daniel Dex (US secu- rities), McMillan LLP. For Goldcorp: In-house by Benjamin Lee, corporate counsel; Mark Bennett, Jennifer Traub and Jennifer Hansen (securities and mining), Cassels Brock & Blackwell LLP. Providence Equity Partners Details: An investor group comprising BCE Inc. and private equity groups Ontario Teachers’ Pension Plan, Providence Equity Partners and Madison Dearborn Partners announced the completion of the acquisition of Canadian data centre operator Q9 Networks for $1.1-billion. Q9 Networks is Canada’s leading provider of outsourced data centre solutions such as hosting, co- location and cloud computing services. Date: Announced October 17, 2012. On the Deal: For Providence: Stephen Erlichman (corporate/securities) and Christopher Steeves and Paul Casuccio (com- modity tax), Fasken Martineau DuMoulin LLP. For Q9 Networks: Andrew Parker, Robert Hansen, Lesley Milroy, Stephanie Yarmo, Jennifer Organ and Victoria Seth (busi- ness law), James Morand (tax), Gordon Baird and Ana Badour (financial services), Oliver Borgers (competition) and Jamie Stephen Erlichman, Fasken Martineau Orzech (real estate), McCarthy Tétrault LLP. DuMoulin LLP DHX Media Ltd. Details: DHX Media Ltd. (“DHX”), an independent supplier and distributor of television and film productions, completed its acquisition of the business of Cookie Jar Entertainment Inc. (“Cookie Jar”), an independent entertainment and consumer products company. Pursuant to a share purchase agreement, DHX acquired all of the issued and outstanding shares of a newly formed company holding the assets and select liabilities comprising Cookie Jar’s business for consideration consisting of approximately 36 million 46 CCCA Canadian Corporate Counsel Association SPRING 2013
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