Lexpert Magazine

April 2016

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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30 LEXPERT MAGAZINE | APRIL 2016 BIG DEALS tion, engineering and management services to its customers. IK Investment Partners is a European private equity advisory group in the Nor- dics, DACH region (Germany, Austria and Swiss), France and Benelux. IK Investment Partners focuses on mid- market investments in four broad categories relating to business services, care, consumer goods and industrial goods. Founded in 1985, e PIC Group, head- quartered in Ontario with locations in Cana- da, the United States and Mexico, first began by offering a variety of training seminars. ey quickly grew their business by respond- ing to the needs of their customers with qual- ity solutions including quality inspection, en- gineering and training. Today, PIC services the automotive and manufacturing sectors in North America, including many major auto manufacturers and their Tier 1 supplier base. PIC employs nearly 2,000 people. e Trigo Group and IK Investment Part- ners were represented by Fasken Martineau DuMoulin LLP with a team led by Niko Veilleux and consisting of Anabel Quessy, Jesse Bertollo, Guillaume Saliah, Emilie Marceau (M&A), Marc Novello, Svetlana Samochkine (financing) Jean-François Per- rault (tax), Marc Rodrigue and Christian Paquette (labour). e Trigo Group and IK Investment Partners were also represented by its French counsel King & Wood Mallesons AARPI with a team lead by Maxence Bloch and in- cluding Benjamin Garçon, Mathieu Terrisse (M&A), Olivier Vermeulen, Adeline Tieu- Roboam, Tereza Courmont-Vlkova and An- toine Venier (financing). Certain US aspects of the transaction were handled by Goodwin Procter LLP on behalf of Trigo with a team led by Jon Her- zog and including David Henken and Hilary Levin (M&A). Gowling WLG advised e PIC Group in this transaction with a team that includ- ed Tina Woodside, Jonathan Behar, David Campbell, Andrew Zed and Nick Scissons (corporate/M&A) and Paul Carenza and Mariam Al-Shikarchy (tax). Certain shareholders of e PIC Group were advised by Paul Budovitch of Torys. Insurance Insurance Insurance THE EMPIRE LIFE INSURANCE COMPANY ISSUES $130M OF PREFERRED SHARES CLOSING DATE: FEBRUARY 16, 2016 On February 16, 2016, e Empire Life In- surance Company (the Corporation or Em- pire Life) issued $130 million of Non-Cu- mulative Rate Reset Preferred Shares, Series 1 (the Series 1 Preferred Shares). e offering was underwritten on a bought deal basis by a syndicate of under- writers co-led by Scotia Capital Inc., CIBC World Markets Inc. and TD Securities Inc., and which included BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Na- tional Bank Financial Inc., GMP Securities L.P., Manulife Securities Incorporated and Raymond James Ltd. e deal was Empire Life's initial public offering and represented a rare initial public offering by way of a bought deal. e Series 1 Preferred Shares were issued to the public at a price of $25.00 per share. e holders of Series 1 Preferred Shares will be entitled to receive fixed non-cumulative preferential quarterly dividends yielding 5.75 per cent annually, as and when declared by the board of directors of the Corporation, for the initial period commencing on the closing date and ending on and including April 17, 2021. ereaer, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 4.99 per cent. Subject to certain conditions, hold- ers of Series 1 Preferred Shares will have the right, at their option, to convert any or all of their Series 1 Preferred Shares into an equal number of Non-Cumulative Floating Rate Preferred Shares, Series 2 on April 17, 2021, and on April 17 every fih year thereaer. e offering was announced on January 25, 2016, and closed on February 16, 2016. e Corporation was represented in-house by Natalie Ochrym, General Counsel and Senior Vice-President, Human Resources and Communications, and by McCarthy Tétrault LLP with a team led by Andrew Parker and included Barry Ryan, Leslie Milroy, Jeremy Pleasant and Nicole Rumble (business law) and Gabrielle Richards (tax). e underwriters were represented by To- rys LLP with a team led by David Seville and which included Alison Harnick and Robert Shaw (securities), Blair Keefe (financial insti- tutions) and Catrina Card (tax). Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples TREEHOUSE FOODS ACQUIRES CONAGRA'S PRIVATE BRANDS BUSINESS FOR US$2.7B CLOSING DATE: FEBRUARY 1, 2016 On February 1, 2016, TreeHouse Foods, Inc. (TreeHouse) (NYSE: THS) completed its US$2.7 billion acquisition of ConAgra Foods' (ConAgra) (NYSE: CAG) private brands operations, which was initially an- nounced on November 2, 2015. © 2015 Stewart. All rights reserved. Unique transaction needs call for unique title insurance solutions. That's what we provide. Get solutions that are the perfect fit for you, call (888) 667-5151 or visit stewart.ca. Tailored

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