Fiera Capital Corporation, formerly known as Fiera Sceptre Inc. (“Fiera”), and National Bank of Canada (“National Bank”) announced the closing of a transaction under which Fiera acquired substantially all of the assets of Natcan Investment Management Inc. (“Natcan”) from the Bank for $309.5 million, subject to reduction (“the Acquisition”). In return, the Bank, through Natcan, received 19,732,299 Class A subordinate voting shares of the share capital of Fiera (the “Class A Shares”), representing approximately 56.11 per cent of the issued and outstanding Class A Shares and 35 per cent of the total number of Class A Shares and Class B special voting shares in the capital of Fiera issued and outstanding, as well as a cash payment of $85,553,219.
The Bank also received an option to acquire additional Class A Shares of Fiera at a market price determined on the day of exercise, equal to 2.5 per cent of total shares outstanding at the end of September in each of 2013 and 2014. If the options are fully exercised, the Bank will own 40 per cent of the outstanding shares of Fiera. The issuance of Class A Shares was approved by the shareholders at their annual and special meeting held on March 29, 2012.
The Acquisition was financed in part by a $108 million senior unsecured term credit facility, made available by a syndicate of lenders. In addition to the term credit facility, a new $10 million senior unsecured multi-currency revolving credit facility was also made available to Fiera for general corporate purposes. National Bank acted as administrative agent for the syndicate of lenders under both credit facilities and Na-tional Bank Financial Markets acted as sole lead arranger and sole bookrunner.
Fiera was represented in-house by Violaine Des Roches and by Osler, Hoskin & Harcourt LLP, with a team that comprised Christiane Jodoin, John Leddy, John Black, Andrew Powers, Eric Blondeau, Cameron Macdonald, Raphael Amram, Fady Hammal (corporate and secu-rities); François Auger and Alain Fournier (tax); Etienne Massicotte and Maxime Laverdière (financial services); and Peter Glossop (competition).
National Bank was represented in-house by a team led by Brian Davis and by McCarthy Tétrault LLP, with a team that included David McAusland, Patrick Boucher, Sonia Struthers, Frédéric Harvey, Eleonore Derome, Julie Elmlinger, Natacha Engel, James Farley, Marie-Pierre Grenier, Geneviève Guay, Nathalie Gagnon, Krista Lawson, Marilyn Leblanc, Ian Michael, Ryan Rabinovitch, Madeleine Renaud, Barry Ryan, Benjamin Silver and Véronique Wattiez Larose.
Arvestia Inc. (the holding company through which management owns interest in Fiera) was represented by Stikeman Elliott LLP, with a team that included Guy Masson, Jean Farley and Luc Boucher.
The special committee of the Board of Directors of Fiera was represented by Stephen Kelly and Nicholas Cerminaro and Peter Riddell of Norton Rose Canada LLP.
The Desjardins Group, Fiera's founding shareholder, was represented in-house by a team led by Caroline Thomassin and by Davies Ward Phillips & Vineberg LLP with a team that included Carol Pennycook, Peter Hong and Franziska Ruf.
Lead counsel to the lenders was Fasken Martineau DuMoulin LLP, with a team that included David Lemieux and Francis Trifiro.