Lexpert Magazine

LEXPERT MAGAZINE | JANUARY 2013 23 | CORPORATE TRANSACTIONS OF IMPORTANCE | CLOSING DATE: SEPTEMBER 28, 2012 HudBay Minerals Inc. (Hudbay) (TSX:HBM)(NYSE:HBM) approved a US$1.5 billion investment to fund the devel- opment and construction of its Constancia copper mine in Peru on August 8, 2012. e $1.5 billion investment included the comple- tion on September 13, 2012, of an offering of US$500 million aggregate principal amount of 9.50 per cent senior unsecured notes due 2020; and the completion on September 28, 2012, of a precious metals stream transac- tion with Silver Wheaton Corp. (TSX:SLW) (NYSE:SLW) (Silver Wheaton). At closing, Hudbay received an upfront deposit payment of US$500 million and will receive a further US$250 million in deposit payments in two equal instalments once US$500 million and US$1.0 billion, respectively, in capital expen- ditures have been incurred at its Constancia project. In connection with the granting of certain security to Silver Wheaton at closing, Hudbay also entered into an amendment to its existing US$300 million credit facility. e US$750 million of deposit payments are for (i) 100 per cent of payable gold and silver from Hudbay's 777 mine until the lat- er of December 31, 2016, and satisfaction of a completion test at Constancia, and there- aer 50 per cent of payable gold and 100 per cent of payable silver, and (ii) 100 per cent of payable silver from the Constancia project. In addition to the deposit payments, for gold and silver delivered, the company will re- ceive cash payments equal to the lesser of (i) the market price and (ii) US$400 per ounce (for gold) and US$5.90 per ounce (for silver), subject to 1 per cent annual escalation aer three years. e stream transaction does not include gold production at Constancia, precious metals production from Hudbay's Lalor project or Hudbay's land package in Peru outside of the Constancia and Pampa- cancha deposits or any other metals or min- erals, including copper or zinc, from any of Hudbay's properties. Hudbay was represented in-house by Pat- rick Donnelly, Maria Virginia Anzola and Mark Haber, and assisted by Goodmans LLP with a team that included Jonathan Lampe, Kari MacKay and Leah Ramkaran (corporate/mining) and Mark Surchin and Dan Dedic (finance); and by orsteinssons LLP on tax matters with a team that includ- ed Michael Colborne and Michael McLaren; with assistance from local counsel in Mani- toba (Jeff Kowall, Elmer Gomes and Jennifer McRae of ompson Dorfman Sweatman LLP); Saskatchewan (Penny Yeager and Ryan Hallman of MacPherson Leslie & Tyerman LLP); British Virgin Islands (Cora Miller of Conyers Dill & Pearman); and Peru (Nino Coppero of Hudbay and Jorge Trelles, Luis Arce and Luis Enrique Palacios of Rodrigo, Elisa & Medrano). Silver Wheaton was represented by Cas- sels Brock & Blackwell LLP with a team that included Mark Bennett, France Te- naille, Erik Goldsilver and Nia Karabatsos (corporate/mining); Charles Newman, Da- vid Budd and Jennifer Wasylyk (finance); with assistance from local counsel in Sas- katchewan (Michael Milani of McDougall Gauley LLP); Manitoba (Bruce Taylor and Maria Reimer of Aikins, MacAulay & orvaldson LLP); British Virgin Islands and Cayman Islands (John Gosling and Ra- mesh Maharaj of Walkers); and Peru (Ceci- lia Gonzales of Estudio Grau). With respect to the amendment to the credit facility, Hudbay was represented by Fasken Martineau DuMoulin LLP with a team that included John Torrey and David Ferris (finance) and the Bank of Nova Sco- tia as administration agent was represented by Davies Ward Phillips & Vineberg LLP with a team that included Derek Vesey and Kevin Greenspoon (finance) and British Vir- gin Islands counsel Cora Miller of Conyers Dill & Pearman. [See also "Hudbay Completes Offering of Se- nior Secured Notes," November/December 2012, page 36] DHX MEDIA ACQUIRES THE BUSINESS OF COOKIE JAR ENTERTAINMENT CLOSING DATE: OCTOBER 22, 2012 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 entertain- ment and consumer products company. Pur- suant 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 con- sisting of approximately 36 million 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). e acquisition created the world's largest independent library of chil- dren's entertainment content and a global lead- er in television production and distribution, in- teractive content and entertainment licensing. Concurrently with the closing of the acquisition, DHX entered into a new $70 million syndicated senior secured credit fa- cility arranged and agented by RBC Capital Markets/Royal Bank of Canada, consisting of a term loan credit facility in the aggregate amount of $50 million and a revolving loan credit facility in the aggregate amount of up to $20 million. DHX was represented by Mark Gosine, Executive Vice President, Legal Affairs, Gen- eral Counsel and Corporate Secretary; by Stewart McKelvey with a team including James Dickson, Richard Hirsch, Christine Pound, Gavin Stuttard, Rob Aske, Sadira Jan, Burtley Francis and Trevor MacDon- ald; and in Ontario and British Columbia by Fasken Martineau DuMoulin LLP with a team including John Torrey, David Ferris, Dev Singh and Andrew Jackson. Cookie Jar was represented in-house by Carrie Dumont, Senior Vice President Busi- ness & Legal Affairs; and Stacey Mitsopu- los, VP Business & Legal Affairs. Birch Hill Equity Partners ("Birch Hill"), Cookie Jar's largest shareholder, was represented in-house by Lori Evans, General Counsel. Cookie Jar and Birch Hill were also represented by Goodmans LLP with a team comprising Lawrence Chernin, Michael Partridge, Brian Savage and Victoria Petherbridge. RBC was represented by Osler, Hoskin & Harcourt LLP with a team consisting of Dale Seymour, Richie Borins, Scott Cooper, Rachel Manno and Ryan errien in To- ronto, and Andrew Herr, Wela Quan and Nathan Whitaker in New York City. CANADA HOUSING TRUST NO. 1 COMPLETES $5B PUBLIC OFFERING CLOSING DATE: SEPTEMBER 26, 2012 Canada Housing Trust No. 1, a special

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