LEXPERT MAGAZINE
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SEPTEMBER
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OCTOBER 2018 15
INDUSTRY ANALYSIS
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CORPORATE TRANSACTIONS OF IMPORTANCE
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Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
3
Energy & Power
3
Real Estate
2
Financials
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce
Consumer Staples
2
High Tech
Fairfax's acquisition of Toys Canada was led by in-house counsel
Derek Bulas, Christos Gazeas and Bryan Bailey. Fairfax was also rep-
resented by Torys LLP with a team that included David Chaikof,
Tony DeMarinis, Yvan Moquin, Renee Matthews, Eli Monas and
Riley Harmon (corporate/restructuring), John Tobin (tax), Aman-
da Balasubramanian and Simon Williams (banking), Omar Wakil
(competition), Blair Keefe (regulatory), and Andy Gibbons and An-
drew Bedford (real estate).
e Company was represented by Kirkland & Ellis LLP, with a
team that included Chad Husnick, Emily Geier and Joshua Altman
(restructuring), Steve Toth (corporate) and Anthony Vincenzo (tax).
e Monitor in the CCAA proceedings was Grant ornton Lim-
ited, represented by Cassels Brock & Blackwell LLP with a team
that included Shayne Kukulowicz, Jane Dietrich, Natalie Levine,
Monique Sassi and Sophie Moher (restructuring) and Chuck Rich
(financial services).
Blake, Cassels & Graydon LLP, represented by Linc Rogers (re-
structuring) and Aimee Yee (banking), was Canadian counsel to
JPMorgan Chase Bank N.A. and JP Morgan Chase Bank N.A., To-
ronto Branch, as the Company's DIP lender. e DIP lender was rep-
resented in the US by Davis Polk & Wardell LLP, with a team that
included Veerle Roovers, Marshall Huebner, Eli Vonnegut, Stephen
Piraino and Erik Jerrard (restructuring), and Kenneth Steinberg and
Christian Fischer (banking).
Norton Rose Fulbright Canada LLP was counsel to Bank of
America, N.A., as agent for Toys Canada's new asset based revolv-
ing credit facility, with a team that included David Amato and Noah
Schein (banking) and Evan Cobb (restructuring).
Osler, Hoskin & Harcourt LLP was Canadian counsel to a group
of B4 term loan lenders to the Company, with a team that included
Marc Wasserman, Alex Cobb, Michael De Lellis, Patrick Riesterer
and Andrea Lockhart (restructuring). e B4 term loan lenders were
represented in the US by Joshua Feltman, Emil Kleinhaus and Angela
Herring (restructuring) of Wachtell, Lipton, Rosen & Katz LLP.
Bennett Jones LLP was Canadian counsel to the US official com-
mittee of unsecured creditors with a team that was led by Kevin Zych
and Sean Zweig (restructuring). e official committee was repre-
sented in the US by Kenneth Eckstein, Adam Rogoff, Stephen Zide,
Rachael Ringer and Nathaniel Allard (restructuring) of Kramer
Levin Naalis & Frankel LLP.
Linda Galessiere of Camelino Galessiere LLP was counsel to
Ivanhoé Cambridge Inc., Cushman & Wakefield Asset Services Inc.,
SmartCentres Real Estate Investment Trust and Morguard Invest-
ments Ltd., each being landlords or agents and managers of landlords
of Toys Canada.
FIRST MAJESTIC COMPLETES
ACQUISITION OF PRIMERO
AND ENTERS INTO NEW STREAM
AGREEMENT AT SAN DIMAS MINE
CLOSING DATE: MAY 10, 2018
On May 10, 2018, First Majestic acquired all of the issued and out-
standing common shares of Primero Mining Corp. (Primero) and
shareholders of Primero received 0.03325 First Majestic shares for
each share of Primero held pursuant to a court-approved plan of ar-
rangement under the Business Corporations Act (British Columbia).
Options and warrants were exchanged for options and warrants of
First Majestic.
In addition, First Majestic paid out the approximately US$75 mil-
lion in outstanding debentures of Primero. In connection with the
acquisition, First Majestic terminated the pre-existing silver purchase
agreement with Wheaton Precious Metals Corp. (WPM) and its sub-
sidiary, Wheaton Precious Metals International Ltd. (WPMI), relat-
ing to Primero's San Dimas Mine and entered into a new precious
metal purchase agreement (the New Stream Agreement) with WPMI
and FM Metal Trading (Barbados) Inc., a wholly-owned subsidiary
of First Majestic. Total consideration under the transaction (includ-
ing consideration under the arrangement and under the stream and
repayment of the debentures) is estimated at US$320 million.
Concurrently with the acquisition, First Majestic entered into an
amended and restated credit agreement (the Amended Credit Agree-
ment) with e Bank of Nova Scotia, Bank of Montreal and Investec
Bank PLC as lenders. Pursuant to the Amended Credit Agreement,
the lenders agreed, among other things, to provide First Majestic with
a US$75 million senior secured revolving term credit facility (the
New Credit Facility).
First Majestic previously had an existing credit agreement consist-
ing of a US$25 million revolving credit line and a US$35 million term
loan (the Existing Credit Facility). e New Credit Facility replaced
the Existing Credit Facility and the prior credit facility of Primero.
First Majestic is a producing silver company with seven producing
silver mines in Mexico.
Primero's primary asset is the San Dimas silver and gold mine in
Durango state, Mexico.
McCullough O'Connor Irwin LLP (now Bennett Jones LLP)
was counsel to First Majestic Silver Corp. with a team consisting of
James Beeby, Mia Bacic, Lisa Stewart, Katie Blundy, Tajinder Rathor
and Nick Karakochuk. Bennett Jones LLP was special counsel to
First Majestic Silver Corp. on employment law matters with a team
