Page 47 - CCCA61_2013
P. 47
CCCA_V7No1_Col-DealDevelop-FIN_CCCA_V6No4 2/12/13 5:30 PM Page 47 DHX Media Ltd. (con’d) AND Details (con’d): common shares of DHX, cash of $5-million, and the assumption of $65.5-million of Cookie Jar’s existing debt (implying an enterprise value of $111-million). The acquisition created the world’s largest independent library of children’s entertainment content and a global leader in television production and distribution, interactive content and entertainment licensing. Concurrently with the closing of the acquisi- tion, DHX entered into a new $70-million syndicated senior secured cred- it facility arranged and agented by RBC Capital Markets/Royal Bank of Canada, consisting of a term loan credit facility in the aggregate amount John Torrey, Lawrence Chernin, Michael Partridge, Faskin Martineau Goodmans LLP Goodmans LLP of $50-million and a revolving loan credit facility in the aggregate amount DuMoulin LLP of up to $20-million. Date: Closed October 22, 2012. On the Deal: For DHX: In-house by Mark Gosine, Executive Vice President, Legal Affairs, General Counsel and Corporate Secretary; James Dickson, Richard Hirsch, Christine Pound, Gavin Stuttard, Rob Aske, Sadira Jan, Burtley Francis and Trevor MacDonald, Stewart McKelvey; John Torrey, David Ferris, Dev Singh and Andrew Jackson, Fasken Martineau DuMoulin LLP. For Cookie Jar: In-house by Carrie Dumont, senior vice-president Business & Legal Affairs and Stacey A. Mitsopulos, vice-president Business & Legal Affairs. For Birch Hill Equity Partners (“Birch Hill”), Cookie Jar’s largest shareholder: In-house by Lori Evans, general counsel. For Cookie Jar and Birch Hill: Lawrence Chernin, Michael Partridge, Brian Savage and Victoria Petherbridge, Goodmans LLP. For RBC: Richie Borins, Ryan Therrien, Scott Cooper, Rachel Manno and Dale Seymour (Toronto), and Andrew Herr, Nathan Whitaker and Wela Quan (New York City), Osler, Hoskin & Harcourt LLP. Primaris Retail Real Estate Investment Trust Details: Primaris Retail Real Estate Investment Trust (“Primaris”) completed its issuance of an aggregate of 4,904,750 trust units (the “Units”) at a price of $23.45 per Unit for aggregate gross proceeds of $115,016,387.50. The aggregate offering included the exercise in full of an over-allotment option. The underwriting syndicate for the offering was co-led by RBC Capital Markets and CIBC World Markets Inc. (with RBC as sole book runner) and included BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc., Canaccord Genuity Corp., National Bank Financial Inc., Macquarie Capital Markets Canada Ltd., and Raymond James Ltd. The offering was made under a prospectus supplement dated November 2, 2012, to Primaris’ base shelf short form prospectus dated August 28, 2012. The net proceeds from the offering (after deducting the underwriters’ fee and estimated expenses of the offering) will be used to fund a portion of the pur- chase price, including closing costs, of the acquisition of Regent Mall and McAllister Place, which are anticipated to close at the end of November. Any additional net proceeds will be used for general trust purposes. Prior to the completion of the acquisition, Primaris owned 33 income-producing properties comprising approximately 13.7 million square feet located in Canada. Date: Closed November 9, 2012. On the Deal: For Primaris: In-house counsel Devon Jones; Frank DeLuca, Shaun Khullar and Sean Williamson, Cassels Brock & Blackwell LLP; Jerald Wortsman and James Morand, McCarthy Tétrault LLP. For the Underwriters: Jeffrey Singer, Paul Rakowski and Aaron Sigal (securities), and Jill Winton (tax), Stikeman Elliott LLP. MethylGene Inc. Details: MethylGene Inc. (TSX:MYG), a drug development company that is advancing novel therapeutics for cancer and infectious disease in human clinical trials, completed a private placement of 179,690,970 units at a subscription price per unit of $0.145, each unit con- sisting of one common share and thirty-one hundredths (0.30) of a common share purchase warrant, exercisable until November 21, 2017, at an exercise price of $0.174, for gross proceeds to MethylGene of approximately $26.1 million. The lead investor in the offering was Tavistock Life Sciences, and other investors participating in the offering included funds managed by Baker Bros. Advisors, LLC, a fund managed by OrbiMed Advisors LLC, Tang Capital Partners, LP, RA Capital Management, and BVF Partners L.P. Jefferies & Company, Inc. and MTS Securities, LLC (collectively, the “Agents”) acted as financial advisors to MethylGene for the offering in the United States. Date: Closed November 21, 2012. On the Deal: For MethylGene Inc.: Richard Cherney, Olivier Désilets and Trevor Rowles (Montréal), and Jeffrey Nadler and Scott Tayne (New York), Davies Ward Phillips & Vineberg LLP. For Tavistock Life Sciences: John Ciardullo and Christos Gazeas (Toronto), Stikeman Elliott LLP. For the Agents: Andrew Parker and Leila Rafi (Toronto), McCarthy Tétrault LLP. Canada Housing Trust No. 1 TM Details: Canada Housing Trust TM No. 1, a special purpose securitization trust, completed a two-tranche debt financing consisting of the PRINTEMPS 2013 CCCA Canadian Corporate Counsel Association 47