Lexpert Magazine

June 2017

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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26 LEXPERT MAGAZINE | JUNE 2017 BIG DEALS CORPORATE COUNSEL Connect with Find almost 4,000 corporate counsel and over 1,500 organizations along with fresh editorial content, information on deals and links to important resources. Lexpert.ca/ccca CANADIAN CANCER SOCIETY AMALGAMATES WITH CANADIAN BREAST CANCER FOUNDATION CLOSING DATE: FEBRUARY 1, 2017 On February 1, 2017, the Canadian Cancer Society completed its amalgamation with the Canadian Breast Cancer Foundation. e previous two national charities now operate under the Canadian Cancer Society banner. According to the communiqué posted on its website, the new orga- nization will accelerate the impact of donor dollars on cancer research as well as vital support services for people who are living with, and affected by cancer. According to the Chair of the Board of Directors of the Canadian Cancer Society, the merger will redefine the cancer charity sector in Canada and will have substantial benefit for Canadians. McMillan LLP advised the Canadian Cancer Society, with a team led by Marc Genereux that included Christopher Garrah, Devina D'Silva, Karen Smith, Alexandra Burke, Megan Singleton, Frede- rique Gay, Monique Gauthier, Andrew Stirling, Jamie Wilks, Elisa Henry, Max Jarvie, Alexandre Koch, Christie Bates, Joanna Vatavu, Josh Freedman, Philip Vineberg, David Ross (in Toronto), Anita Houshidari, Mitchell Allison, Sean Coughlin, David Elenbaas, Ste- fanie Di Francesco, Lyndsay Wasser and Dan Edmondstone. Blake, Cassels & Graydon LLP advised the Canadian Breast Cancer Foundation, with a team led by Joan Chambers that included Lindsay Clark, Kevin Hill, Bruce Rose-Innes, omas Wong, Jeremy Ozier, Chanelle Desrosiers-Stewart, Nabil Virji, Rachel Lehman, Clayton Gallant, and Felicia Lau. ARITZIA COMPLETES SECONDARY OFFERING OF SUBORDINATE VOTING SHARES CLOSING DATE: JANUARY 26, 2017 On January 26, 2017, Aritzia Inc. ("Aritzia" or the "Company") com- pleted its secondary offering of 20,100,000 subordinate voting shares (the "Shares") for a price of $17.45 per share (the "Offering Price") for aggregate gross proceeds of $350,745,000 (the "Offering"). e Shares were sold by an investment vehicle managed by Berk- shire Partners LLC, a Boston-based private equity firm (the "Berk- shire Shareholder"), an entity controlled by Brian Hill, Aritzia's Founder and Chief Executive Officer (the "Hill Shareholder") and e Bensadoun Family Foundation, a charitable foundation con- trolled by Aldo Bensadoun, a director of Aritzia (the "Bensadoun Shareholder, and together with the Berkshire Shareholder and the Hill Shareholder, the "Selling Shareholders"). e Offering was underwritten by a syndicate of underwriters on a bought deal basis led by CIBC World Markets Inc., Merrill Lynch Canada Inc. and TD Securities Inc. and included BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp., Robert W. Baird & Co. Incorporated, William Blair & Co., L.L.C. and Haywood Securities Inc. (the "Underwriters"). In a separate transaction that closed concurrently with the Offer- ing, a group of employees of Aritzia, not including Brian Hill, sold an aggregate of 1,788,366 subordinate voting shares, on a block trade basis, at the Offering Price for total gross proceeds to such employees of $31,206,987. Aritzia was represented in-house by Amy Frankel (Co-General Counsel) and Ada San (Co-General Counsel). Stikeman Elliott LLP acted as Canadian counsel to Aritzia with a team that included David McCarthy, Jonah Mann, Ramandeep Grewal, Paul Rakowski, Omar Soliman and Rolake Adeniran (secu- rities), and John Lorito and Lindsay Gwyer (tax). Paul, Weiss, Riind, Wharton & Garrison LLP acted as US counsel to Aritzia. e Paul, Weiss team was composed of Andrew Foley and Rebecca Vasluianu (securities), and David Sicular and Zachary King (tax). Blake, Cassels & Graydon LLP acted as Canadian counsel to the Underwriters with a team that included Kathleen Keilty, Jamie Kariya, Evan Straight, Andrea Lejay and Trevor Simpson (securities) and Kevin Zimka (tax). McCarthy Tétrault LLP acted as Canadian counsel to Brian Hill and the Hill Shareholder. e McCarthy Tétrault team included Cameron Belsher, Robin Mahood, David Woollcombe, Claire Sung and Ainslie Hurd (securities). Davies Ward Phillips & Vineberg LLP acted as Canadian coun- sel to the Bensadoun Shareholder with a team that included Brian Kujavsky and Evan Paperman (securities) and Marie-Emmanuelle Vaillancourt (tax).

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