LEXPERT MAGAZINE
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JUNE 2016 25
INDUSTRY ANALYSIS
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CORPORATE TRANSACTIONS OF IMPORTANCE
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3
Metals & Mining
3
Financials
Power Pipelines
Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
2
Transportation
2
High-Tech
of an offering of subscription receipts.
In connection with the acquisition, on February 3, 2016, Corus
completed a public equity offering of 25,400,000 subscription re-
ceipts of Corus at a price of $9.00 per subscription receipt, for gross
proceeds of approximately $228,600,000. On February 5, 2016, the
underwriters in the public offering exercised their option to purchase
an additional 3,810,000 subscription receipts at a price of $9.00 per
subscription receipt, for additional gross proceeds of approximately
$34,290,000, representing total gross proceeds from the offering of
$262,890,000. Concurrently with the closing of the public offering,
on February 3, 2016, the Shaw family also purchased 3,560,000 sub-
scription receipts on a private placement basis from Corus at a price
of $9.00 per subscription receipt, for gross proceeds of $32,040,000.
e Class B Shares underlying the subscription receipts were issued
on April 1, 2016, in connection with the completion of the acquisi-
tion, and the net proceeds from the public offering and the concurrent
private placement (including accrued interest thereon) were applied
by Corus to partially fund the cash consideration for the acquisition.
In connection with the acquisition, Corus increased its syndicated se-
nior secured credit facilities to the aggregate amount of $2.6 billion,
consisting of a $2.3-billion term loan and a $300-million revolving
credit facility, provided by RBC Capital Markets as lead bank togeth-
er with a syndicate of other lenders pursuant to an amendment and
restatement of Corus' existing credit facilities as of April 1, 2016. e
full amount of the term loan was drawn on closing in order to finance
the acquisition.
On April 1, 2016, Corus announced its intention to redeem all of
its outstanding senior notes.
Corus was represented internally by a team led by Gary Maavara,
Executive Vice President and General Counsel that included Dale
Hancocks, Vice President, Operations and Associate General Coun-
sel, Production and Outbound Licensing; Jane Harrison, Vice Presi-
dent and Associate General Counsel, Inbound Rights and Affiliate
Agreements; Randy Witten, Vice President and Associate General
Counsel, Corporate; Sylvie Courtemanche, Associate General
Counsel, Vice President, Government Relations and Compliance;
and Janet Irons, Danielle Laflamme and Deborah Angel of the Corus
Law Department.
Corus was represented by
Osler, Hoskin & Harcourt
LLP in connection with the
acquisition, the public offer-
ing of subscription receipts
and the related private place-
ment of subscription receipts
with a team led by Doug Bryce that included James Brown, and Ame-
lia Miao (acquisition), Desmond Lee and Robert Anton (subscription
receipt offerings), Andrew MacDougall (corporate governance and
proxy matters), Firoz Ahmed, Tim Hughes and David Davachi (tax),
Larry Lowenstein, Mark Gelowitz, Shawn Irving, Evan omas, Da-
vid Rankin and Karin Sachar (litigation).
Corus was represented by Dentons Canada LLP in connection
with its financing and note redemption with a team led by Bill Jen-
kins that included Stephanie Campbell, Barbara Farina, Alexandra
North, Dan Shea, Gabrielle Motuz, Mike Tallim and Mark Kolapak.
e Corus Special Committee was represented by Borden Lad-
ner Gervais LLP, with a team led by Frank Callaghan that included
Philippe Tardif.
Corus was provided with regulatory advice by Grant Buchanan of
McCarthy Tétrault LLP and Michelle Lally of Osler, Hoskin &
Harcourt LLP.
Shaw was represented internally by a team led by Peter Johnson,
Executive Vice President & Chief Legal and Regulatory Officer that
included Troy Moller, Assistant General Counsel, John Reynolds,
Vice President and Assistant General Counsel, and Chris Pang, Cor-
porate Counsel.
Shaw was represented by Davies Ward Phillips & Vineberg LLP
with a team led by Vincent Mercier that included Peter Hong, Brett
Seifred and Evan Griffith (M&A), Andrea Burke and Matthew
Milne-Smith (litigation), Elie Roth and Andrew Ellis (tax) and John
Bodrug and Jim Dinning (regulatory).
e Shaw Special Committee was represented by Goodmans LLP
with a team led by Stephen Halperin and Jonathan Lampe that in-
cluded Robert Vaux and Jamie van Diepen (corporate) and Monique
McAlister (regulatory).
e underwriters for the subscription receipt offerings were repre-
sented by McCarthy Tétrault LLP, with a team led by Andrew Par-
ker that included David Badour and Suraj Rammohan (securities)
and Patrick McCay and Doug Cannon (tax).
e agent and the lenders for the Corus debt financings were
represented by McCarthy Tétrault LLP, with a team led by Gor-
don Baird and Barry Ryan that included Lama Sabbagh, Damilola
Katibi and Julian Ho (intellectual property) and Gadi Taj Ndahu-
mba and Jason Phelan.
e Catalyst Capital
Group Inc. was represented
by Bennett Jones LLP
with a team of Rob Staley,
Derek Bell, Jeff Kerbel, Kris
Hanc and Jason Berall.
