24 LEXPERT MAGAZINE
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SEPTEMBER 2017
BIG DEALS
public offering and secondary offering (together, the Offering) of an
aggregate of 12,056,186 common shares at a price of $13.00 per com-
mon share for total gross proceeds of $156,730,418. Pursuant to the
Offering, Real Matters issued 9,620,000 common shares from trea-
sury for gross proceeds of $125,060,000, while 2,436,186 common
shares were sold pursuant to a secondary offering by certain share-
holders for gross proceeds to the shareholders of $31,670,418.
e Offering was managed by a syndicate of underwriters, with
BMO Capital Markets, INFOR Financial Inc. and BofA Merrill
Lynch as the lead underwriters and joint bookrunners and with Sco-
tia Capital Inc., TD Securities Inc., Wells Fargo Securities Canada,
Ltd., Canaccord Genuity Corp., National Bank Financial Inc. and
Raymond James Ltd. as co-managers.
Real Matters is a leading network management services platform
for the mortgage and insurance industries.
Real Matters Inc. was represented by an in-house team led by Nico-
las Catros, General Counsel and Corporate Secretary. Wildeboer
Dellelce LLP provided external support with a team that included
Perry Dellelce, Rob Wortzman, Michael Rennie, Rebecca Cochrane
and Carlye Bellavia and Patricia Good (corporate/securities) and
John Kutkevicius (tax).
e syndicate of underwriters was represented by Torys LLP with
a team that included Kevin Morris, Alison Harnick, Vanessa Komar-
nicki, Michele Cousens and Sharon Au (corporate/securities).
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
DHX MEDIA COMPLETES $140M
SUBSCRIPTION RECEIPT OFFERING
CONNECTED TO ACQUISITION
CLOSING DATE: MAY 31, 2017
On May 31, 2017, DHX Media Ltd. (DHX) completed the closing of
a bought deal private placement offering (the Offering) of subscrip-
tion receipts of DHX (the Subscription Receipts) for gross proceeds
of $140 million.
e Offering was completed through a syndicate of underwriters
led by Canaccord Genuity Corp. and RBC Capital Markets, and
including National Bank Financial Inc., Scotiabank, CIBC Capital
Markets and Echelon Wealth Partners Inc. (the Underwriters).
e Offering was made in connection with DHX's acquisition of
the entertainment division of Iconix Brand Group Inc., which in-
cludes both an 80-per-cent controlling interest in Peanuts and 100
per cent of Strawberry Shortcake.
e gross proceeds of the Offering less 50 per cent of the com-
mission payable to the Underwriters and certain costs and expenses,
have been deposited in escrow and will be released to DHX, less the
remaining 50 per cent of the commission which is payable to the Un-
derwriters, upon satisfaction of certain conditions preceeding the
closing of the acquisition.
Upon satisfaction of certain conditions, each holder of subscrip-
tion receipts will receive, for no additional consideration and subject
to adjustment, one special warrant that, upon the satisfaction of cer-
tain conditions, shall be automatically exercised to acquire, for no
additional consideration, $1,000 principal amount of 5.875-per-cent
senior unsecured convertible debentures of DHX. Each such convert-
ible debenture shall be convertible into common shares of the com-
pany at a price of $8.00 per common share, subject to adjustment.
DHX was represented in-house by Mark Gosine and James Bishop.
Stewart McKelvey acted as Canadian counsel to DHX with a
team that included Gavin Stuttard, Colleen Keyes, Trevor MacDon-
ald, Kyle Hartlen and Jim Cruickshank (tax).
Stikeman Elliott LLP acted as special Canadian counsel to
DHX, with a team comprising D'Arcy Nordick, Anas Youssef, Omar
Soliman and Katarina Zoricic. Troutman Sanders LLP, special US
counsel to DHX, was represented by omas Rose, Shona Smith,
Kristen O'Connor and Cot Eversole.
e Underwriters were represented by McCarthy Tétrault LLP,
with a team comprising Robert Hansen, Michael Eldridge, Damilola
Katibi and Gabrielle Richards (tax). omas Levato of Goodwin
Procter LLP acted as US counsel for the Underwriters.
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
MAXWELL TECHNOLOGIES ACQUIRES
BUSINESS OF NESSCAP ENERGY
CLOSING DATE: APRIL 28, 2017
On April 28, 2017, Maxwell Technologies, Inc. (Maxwell) (NAS-
DAQ: MXWL), a leading developer and manufacturer of capacitive
energy storage and power delivery solutions, completed its acquisition
of substantially all of the assets and business, including the operat-
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