Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.
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22 LEXPERT MAGAZINE | JANUARY 2013 BIG DEALS Leah Ramkaran) and by Burnet, Duck- worth & Palmer LLP, as Special Aviation Counsel (Dino DeLuca, Colby Dewart and Romeo Rojas). Cougar and VIH were represented by its primary counsel, William Steeper, by Farris, Vaughan, Wills & Murphy LLP as transac- tion counsel (Mitchell Gropper, QC, Jamie Matthews, Stephanie Daniels and Aaron Lightman) and by Borden Ladner Gervais LLP as borrower counsel (Magnus Verbrug- ge, Edward Wang and Cherie Mah) NAJAFI COMPANIES ACQUIRES NORTH AMERICAN ASSETS AND BUSINESS OF CINRAM CLOSING DATE: AUGUST 31, 2012 C International Income Fund (formerly Cin- ram International Income Fund, together with its subsidiaries, the "Fund") completed the sale of substantially all of the Fund's as- sets and businesses in the United States and Canada to newly formed affiliate of Najafi Companies ("Najafi"). e transaction was implemented as a sale proceeding under the Companies' Creditors Arrangement Act (CCAA) (with recognition proceedings commenced under Chapter 15 of the United States Bankruptcy Code), and was a result of the Fund's implementation of a review of strategic alternatives in September, 2011. Under the transaction, Najafi purchased substantially all of the assets used in the Fund's core businesses of the manufacture of pre-recorded multimedia products and the provision of related logistics services, digi- tal media solutions and outsourced vendor management inventory services in North America. e Fund expects to complete the previously announced sale of substantially all of its European assets and businesses to affili- ates of Najafi in the fourth quarter of 2012. e new organization will continue to be known and conduct business as "Cinram." e Fund has retained ownership of certain assets, including the assets used in the Fund's telecommunications products logistics ser- vices and certain real estate assets. As previ- ously announced, the proceeds of the sale transaction will be used to repay Cinram's senior creditors (and will not be available for distribution to unit holders). e Fund was represented in Canada by Goodmans LLP with a team that included Neill May, Michelle Vigod, Ryan Szainwald and Lyndsay Hatlelid (corporate/M&A); Rob Chadwick, Melaney Wagner, Caroline Des- cours and Derek Bulas (restructuring); Carrie Smit (tax); Joel Schachter (Investment Can- ada); Amalia Berg Trister (IP) and Ken Her- lin (real estate); and in the US by Shearman & Sterling LLP with a team that included Douglas Bartner, Jill Frizzley, Robert Britton, Richard Facundo and Leticia Olivera (restruc- turing) and Doreen Lilienfeld (employee com- pensation & employee benefits). e Najafi Companies were represented in Canada by Davies Ward Phillips & Vine- berg LLP with a team that included Jay Swartz, Richard Elliott, Gabriella Lombardi, Paul Lamarre and Dino Massimi; and in the US by Ballard Spahr LLP with a team that included Karen McConnell and Kurt Don- nell (corporate/M&A). JP Morgan Chase N.A., the Administra- tive Agent was represented in Canada by Blake, Cassels & Graydon LLP with a team that included Milly Chow, Steven Weisz and Katherine McEachern (restructuring); Michael Harquail and George Yannopou- los (banking) and Silvana D'Alimonte and Larry Winton (real estate); and in the US by Wachtell, Lipton, Rosen & Katz LLP with a team that included Richard Mason, Joshua Feltman, Lauren Cooper and Corinne Musa (restructuring/finance). Zolfo Cooper, LLC was the financial advisor to the Administra- tive Agent. FTI Consulting Canada Inc. is the Court- appointed Monitor of C International In- come Fund and various subsidiaries with a team led by Paul Bishop, Senior Managing Director and including Steven Bissell, Man- aging Director and Pamela Luthra, Director. Stikeman Elliott LLP acted as counsel to the Court-appointed Monitor with a team led by David Byers (litigation & insolvency); and including Daphne MacKenzie (corpo- rate restructuring); Maria Konyukhova (in- solvency) and Sumbul Ali (corporate). FRANCO-NEVADA AND INMET AGREE TO US$1B PRECIOUS METALS STREAM FINANCING CLOSING DATE: AUGUST 20, 2012 Subsidiaries of Franco-Nevada Corporation and Inmet Mining Corporation entered into a precious metal streaming agreement for the Cobre Panama copper project, one of the world's largest copper-gold-silver- molybdenum porphyry deposits currently being constructed. Inmet owns 80 per cent and Korea Panama Mining Corp. owns 20 per cent of Minera Panama, S.A. (MPSA), owner and developer of the Cobre Panama project. Franco-Nevada (Barbados) Corpo- ration, a wholly owned subsidiary of Franco- Nevada, will provide the US$1 billion depos- it, secured by a pledge of Inmet's interests in MPSA, which will be used to fund a portion of the Cobre Panama project capital costs. Jacqueline Jones, Chief Legal Officer and Corporate Secretary at Franco-Nevada, led a team which included Canadian counsel Gowling Lafleur Henderson LLP with a team led by Kathleen Ritchie with Merie- Anne Beavis and Chris Alam (project fi- nance); Stuart Breen (mining) and Brent Kerr (tax); as well as Leslie Gord and Michael Macaulay (mining); Shoshanah Webber (project finance) and Peter Murphy, Jona- than Behar and Alexander Lalka (corporate/ M&A). Franco-Nevada's Panama counsel was Fabrega Molino & Mulino with Jose Agustin Preciado, Ana Lorena Morales, Ana Lucrecia Tovar, Juan Pablo Fabrega and Liza McPherson. Luxembourg counsel was Loy- ens & Loeff, Avocats à la Cour with Judith Raijmakers, Antoine Fortier and Muriel Piquard. Barbados counsel was Chancery Chambers with Niara Fraser. Steven Astritis, Vice President, Legal and Corporate Affairs; and Sheldon Vanderkooy, Director, Legal Affairs at Inmet Mining Corporation; led a team which included Ca- nadian counsel Torys LLP with a team led by Ian Arellano with Scott Kraag (proj- ect finance) and Michael Amm, Eric Fos- ter, Simon Williams and Rory McGillis (corporate/M&A). Inmet's Panama counsel was Morgan & Morgan with Inocencio Galindo and Aristides Anguizola. Luxem- bourg counsel was Kauold Ossola & As- sociés with Emmanuel Reveillaud, Esbelta Des Freitas and Fleur Ouzilou. HUDBAY MINERALS COMPLETES PRECIOUS METALS STREAM TRANSACTION