Arctic Glacier Completes First Closing of California Ice Acquisition

On May 25, 2006, Arctic Glacier Income Fund of Winnipeg, Manitoba completed the first closing of its acquisition of California Ice. California Ice is comprised of six companies that, as a group, represent the leading independent manufacturer and distributor of packaged ice in California and one of the four largest packaged ice companies in the US. The total purchase price for all six companies is US$190 million.
To finance the acquisition, Arctic Glacier issued 4,673,000 subscription receipts at a price of $10.70 per receipt for gross proceeds of $50 million, and $100 million principal amount of 6.50 per cent extendible convertible unsecured subordinated debentures with a syndicate of Canadian investment dealers led by Scotia Capital Inc. and TD Securities Inc., and borrowed US$35 million under its senior credit facilities.
As part of the transaction, Arctic Glacier also renegotiated the terms of its senior credit facilities, which total more than US$250 million, with a syndicate of lenders led by The Toronto-Dominion Bank and including The Bank of Nova Scotia and RoyNat Inc.
Arctic Glacier was represented in the purchase transaction by Michael Weinberg, Sean McAvoy and Richard Meamber of Jones Day, and Hugh Adams, Dale Melanson, Chris Hoeschen and Frank Bueti of Tapper Cuddy LLP. California Ice was represented by Leslie Sherman and Michael Ginsburg of Thelen Reid & Priest LLP, and by Canadian counsel, Farris, Vaughan, Wills & Murphy LLP's Mitchell Gropper, Q.C.
Shea Nerland Calnan LLP's David Calnan, Joe Brennan and Matt Clark represented Arctic Glacier in the issue of the subscription receipts and convertible debentures. The underwriters were represented by Sheldon Freeman, Christa Rambert, Jon Northup and Maureen Berry of Goodmans LLP. Carol Fitzsimmons, Richard Raymer, Victoria Saxon and Jessica Wiltse of Hodgson Russ LLP acted as special US tax, securities and financing counsel to Arctic Glacier.
The syndicate of lenders was represented on the acquisition and the senior credit facilities renegotiation by Goodmans with a team led by David Wiseman that included Susan Zimmerman, Victor Liu, Derek Bulas and Elisabeth Cleghorn; and by its US counsel Jenkens & Gilchrist, PC, with a team led by Mike Rist that included Robert Nash, Noel Schaefers, Ben Browder and Justin Mapes.
Arctic was represented on the renegotiation of the credit facilities by Tapper Cuddy, with a team led by Hugh Adams that included Dale Melanson, Chris Hoeschen and Frank Bueti. John Hancock Life Insurance Company, as agent, a senior creditor to Arctic, was represented on the acquisition by Donna Zenor of Morrison & Foerster LLP.