New Look Eyewear Inc., a leader in the eye care industry, acquired the assets and business of Vogue Optical Inc. of Charlottetown, Prince Edward Island.
The acquisition price of approximately $74 million was financed through various financing arrangements providing for (i) a combination of senior secured debt facilities (comprised of an acquisition term facility of up to $65 million and a $10 million revolving facility) provided by a syndicate of lenders led by National Bank of Canada; and (ii) $25 million of equity financing. In addition, New Look concluded on December 19, 2013, an arrangement for a $15-million junior unsecured debt facility with the Fonds de solidarité des travailleurs du Québec (F.T.Q.), which was used to reduce the draw on the acquisition term facility referred to above.
The combined entity will have revenues exceeding $128 million. It will also have a store network in excess of 140 locations, making it the third largest Canadian integrated retail optical company and the eighth largest in North America.
With respect to the equity financing, New Look completed a “bought deal” private placement for the issuance of 2,155,172 subscription receipts with a syndicate of underwriters led by GMP Securities L.P. at a price of $11.60 per subscription receipt. Each subscription receipt was exchanged at the closing of the acquisition for one Class A common share of New Look.
New Look was represented by Davies Ward Phillips & Vineberg LLP with a team of Richard Cherney, Lloyd Feldman and Corey Wolman (corporate and commercial); Olivier Désilets (securities), Dan Wolfensohn and Elise Beauregard (banking and financing); Brian Bloom and Olivier Fournier (tax) and Benoit Archambault (intellectual property).
Cox & Palmer acted as local counsel to New Look in Atlantic Canada with a team including Darren O'Keefe and Lisa Daly (corporate) in Newfoundland; Pamela Williams (corporate) in Prince Edward Island; Gavin MacDonald (corporate) in Nova Scotia; and Josh McElman (corporate) in New Brunswick.
Vogue Optical was represented in Atlantic Canada by Stewart McKelvey with a team that included Lawrence Stordy, Paul Saunders, Paul Kiley, Eric MacRae, Dary Jessome and Adam Bata in Nova Scotia; and Paul Kiley and Margaret Anne Walsh in PEI.
The syndicate of underwriters and the syndicate of lenders were represented by Fasken Martineau DuMoulin LLP with teams that included Jean-Pierre Chamberland, Joelle El-Féghali (securities) and Claude Jodoin (tax) for the equity financing, and Marc Novello, Martin Racicot, Francis Trifiro and Svetlana Samochkine (banking and financing) for the debt financing.
The F.T.Q. was represented in-house by Sébastien Berthelet.