LEXPERT MAGAZINE
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MARCH/APRIL 2018 25
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CORPORATE TRANSACTIONS OF IMPORTANCE
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its subsidiaries (RGL), implemented a recapitalization transaction
pursuant to a plan of arrangement under the Canada Business Cor-
porations Act.
e recapitalization transaction involved the exchange of approxi-
mately US$404 million of RGL's secured debt for common shares of
the reorganized company and US$75 million in take-back debt pur-
suant to a new secured credit facility. As part of the recapitalization,
RGL's existing shareholders received common shares and warrants of
the reorganized company.
RGL was advised by Goodmans LLP with a team that included
Robert Chadwick, Brendan O'Neill, Ryan Baulke and Andrew
Harmes (corporate restructuring), Gesta Abols, Ali Mirsky and
Laura Magisano (corporate and M&A), Michael Bertrand and Karen
Vadasz (financing) and Carrie Smit and Ken Saddington (tax).
e ad hoc committee of debtholders was advised by Cassels
Brock & Blackwell LLP with a team that included Ryan Jacobs and
Jane Dietrich (corporate restructuring), Jeffrey Roy (corporate and
M&A), Chuck Rich Rich, Suhuyini Abudulai and Daniel Cipollone
(financing) and James Morand (tax).
ZHAOJIN INTERNATIONAL MINING
COMPLETES $66M PRIVATE
PLACEMENT FOR 9.9% OF SABINA
GOLD & SILVER CORP.
CLOSING DATE: JANUARY 22, 2018
On January 22, 2018, Sabina Gold & Silver Corp. (Sabina) an-
nounced the completion of a private placement with Zhaojin Interna-
tional Mining Co., Ltd. (Zhaojin International) in the amount of ap-
proximately $66.1 million to purchase 24.93 million common shares
at a price of $2.65 per share. Zhaojin International will now hold ap-
proximately 9.9 per cent of Sabina's issued and outstanding common
shares. e investment is a step towards the equity requirements to
fund the Black River Gold Project, advancing it to production.
Zhaojin International is a subsidiary of Zhaojin Mining Industry
Co. Ltd., which is a leading Chinese gold producer and one of China's
largest gold smelting companies.
Sabina is a well-financed, emerging precious metals company with
district scale, advanced, high grade gold assets in one of the world's
newest, politically stable mining jurisdictions: Nunavut.
Zhaojin International was represented by Fasken Martineau Du-
Moulin LLP, with a team including Michael Boehm, Lei Huang,
Sarah Gingrich, Steve Saville, Sandra Malcolm, Janet Howard, Yufei
Luo, Edward Guo and Perry Feldman.
Sabina was represented by Gowling WLG (Canada) LLP with a
team that included Brett Kagetsu and Raymond Ong.
ALIMENTATION COUCHE-TARD INC.
COMPLETES US$900M PRIVATE
OFFERING OF SENIOR UNSECURED NOTES
CLOSING DATE: DECEMBER 14, 2017
On December 14, 2017, Alimentation Couche-Tard Inc., the largest
independent convenience store operator in North America, com-
pleted a US private offering of US$600 million principal amount of
2.350 per cent senior unsecured notes due 2019 and US$300 million
principal amount of floating rate senior unsecured notes due 2019
(collectively, the Notes).
e Notes were sold through a syndicate of initial purchasers, in-
cluding HSBC Securities (USA) Inc., RBC Capital Markets, LLC,
and Wells Fargo Securities, LLC, acting as joint book-running man-
agers. e Notes were offered in the United States under an offering
memorandum dated December 7, 2017, in reliance on Rule 144A and
Regulation S under the U.S. Securities Act of 1933, as amended.
Alimentation Couche-Tard Inc. was represented by Sylvain Au-
bry, its Senior Director, Legal Affairs and Corporate Secretary, and
Christine Anagnostou, Legal Counsel, and in the United States by
Faegre Baker Daniels LLP, with a team composed of Jeffrey Brown,
Sonia Shewchuk, Ben Stacke and Jonny Nemani (capital markets)
and Lisa Pugh (tax). Alimentation Couche-Tard Inc. was represented
in Canada by Davies Ward Phillips & Vineberg LLP, with a team
composed of Olivier Désilets (capital markets), Sébastien ériault
and Alyssa Wiseman (financing) and Marie Emmanuelle Vaillan-
court (tax).
e initial purchasers were represented in the United States by
Simpson acher & Bartlett LLP, with a team composed of Risë
Norman, Sung Bum Cho and Dorothy Hector (capital markets) and
Rob Holo, Sophie Staples and Deborah Plum (tax); and in Canada by
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