22 LEXPERT MAGAZINE
|
MARCH 2017
BIG DEALS
secured notes were offered and sold in the United States to qualified
institutional buyers and in the United States and Canada through a
syndicate of broker dealers led by J.P. Morgan Securities LLC, and
including Barclays Capital Inc., Deutsche Bank Securities Inc., CIBC
World Markets Corp. and TD Securities (USA) LLC (the "Dealers").
Tervita Corporation was represented by Rob Van Walleghem, QC,
Kris Hildebrand and Steve Smyth.
Osler, Hoskin & Harcourt LLP acted as co-counsel to Tervita
on the recapitalization transaction, senior notes offering and credit
facility with a team led by Marc Wasserman and Michael De Lellis
(restructuring/insolvency) and Andrea Whyte (corporate), which in-
cluded Martino Calvaruso and Michael Shakra (restructuring/insol-
vency), Miju Damodar and Justin Sherman (corporate), Rob Lando
(securities), Firoz Ahmed and Ted iessen (taxation), Colin Feasby
and Melissa Burkett (litigation) and Lorne Carson, Martha Martin-
dale and Bryce Kustra (corporate lending).
Fasken Martineau DuMoulin LLP acted as co-counsel to Tervi-
ta on the recapitalization transaction with a team led by John Grieve,
which included Travis Lysak, Kibben Jackson, Danielle Toigo and
Fergus McDonnell (insolvency), Michael Black (energy/corporate)
and Brent Lewis (banking); and Canadian counsel to Tervita on the
senior notes offering, with a team led by Sarah Gingrich and Geor-
ald Ingborg, which included Sandra Malcolm, Perry Feldman and
Mitchell Barnard (securities), Jon Holmstrom and KC Miu (bank-
ing) and Clarke Barnes (tax).
In connection with the recapitalization transaction, Latham &
Watkins LLP acted as Tervita's US legal advisor and its financial ad-
visor was Barclays Capital Inc.
Bennett Jones LLP acted as counsel to the Plan Sponsors with
a team led by Kevin Zych and Sean Zweig (restructuring/insol-
vency), which included John Mercury, Pat Maguire, Kris Hanc and
Helen Cox (corporate/securities), Darcy Moch (tax), Chris Simard
(litigation), Mark Rasile (corporate lending), Carl Cunningham
(employment) and Brad Gilmour and Brandon Mewhort (environ-
mental). Davis Polk & Wardwell LLP acted as US counsel to the
Plan Sponsors with a team led by Damian Schaible, which includ-
ed Steven Szanzer (restructuring/insolvency) and Kirtee Kapoor,
Bryan Quinn and Donald Lang (corporate/securities). Moelis &
Company LLC and Peters & Co. Ltd. acted as financial advisors
to the Plan Sponsors.
In connection with the senior secured notes offering, the Dealers
were represented in the United States by Simpson acher & Bart-
lett LLP with a team that included Art Robinson, Patrick Baron, Jo-
sephine Djekovic and Elisha Graff and in Canada by Blake, Cassels
& Graydon LLP with a team that included Linc Rogers (insolvency),
Aimee Yee and Jennifer Ruddick (banking), Catherine Youdan, Ger-
ald Gaunt and Rob Seager (securities) and Bryan Bailey (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
CARA ACQUIRES MAJORITY INTEREST
IN ORIGINAL JOE'S CONCURRENTLY
WITH ORIGINAL JOE'S ACQUISITION
OF TRADE-MARKS AND ROYALTY
RIGHTS FROM DIV
CLOSING DATE: NOVEMBER 27, 2016
On November 27, 2016, Cara Operations Limited ("Cara"), Canada's
oldest and largest full-service restaurant company, completed its ac-
quisition of a majority ownership interest in Original Joe's Franchise
Group Inc. ("Original Joe's") for $93 million.
Original Joe's franchises and operates 99 full-service restaurants
in Canada and the United States across three brands: Original Joe's
Restaurant & Bar, State & Main Kitchen Bar and Elephant & Castle
Pub and Restaurant. $90.0 million of Cara's $93.0 million subscrip-
tion price was used by Original Joe's to re-acquire its trade-marks and
royalty rights from Diversified Royalty Corp. ("DIV") pursuant to
an acquisition agreement that closed concurrently with Cara's invest-
ment in Original Joe's. DIV is a multi-royalty corporation, engaged in
the business of acquiring top-line royalties from well-managed multi-
location businesses and franchisors in North America.
Cara was represented in-house by Dave Lantz and David Blum-
berger and by Stikeman Elliott LLP with a team that included Joel
Binder, Kevin Smyth and Daniel Glavin (corporate), Meaghan Obee
Tower (banking), John Lorito and Lindsay Gwyer (tax), Michael
Kilby and Michael Laskey (regulatory) and Jonathan Auerbach (IP).
Original Joe's was represented by McCarthy Tétrault LLP by a
team comprising Cameron Belsher, Robin Mahood, Pavan Jawanda,
Jerry Nguyen and Ainslie Hurd (corporate) and TJ Kang (tax).
Diversified Royalty Corp. was represented by Farris, Vaughan,
Wills & Murphy LLP by a team that was composed of Bradley
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