Associated Brands Completes IPO

On November 15, 2002, Associated Brands Income Fund completed its initial public offering of 11,762,800 trust units for gross proceeds of $117.628 million. The net proceeds of the offering were used to acquire all of the securities and assets of Toronto-based Associated Brands Inc. and to repay certain existing indebtedness of Associated Brands Inc. As a result of this transaction, the fund holds approximately 90 per cent of the partnership units of Associated Brands Holdings Limited Partnership, which in turn owns 100 per cent of Associated Brands Inc. The remaining 10 per cent of the partnership units of Associated Brands Holdings Limited Partnership are held by former shareholders of Associated Brands Inc. Certain fund subsidiaries concurrently obtained a senior secured credit facility with The Bank of Nova Scotia and Scotiabanc Inc. providing for a revolving operating facility of $18 million and non-revolving term facility of $27 million and US$2.6 million.

The units were offered for sale by a syndicate of underwriters led by BMO Nesbitt Burns Inc., and including CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., RBC Dominion Securities Inc. and TD Securities Inc.

Blake, Cassels & Graydon LLP acted for the fund, with a team that included Jeff Lloyd, Mike Sharp, Michael Gans, Mario Josipovic, Eric Moncik, Karen Murray and Walied Soliman (securities/corporate), Peter Lee and Leslie Morgan (tax), Sam Principi and Aimee Yee (banking) and Greg Kanargelidis (commodity tax). Hodgson Russ LLP was U.S. counsel to the fund, with a team that included Joseph Galda, Carol Fitzsimmons, Leslie Kellogg and Victoria Saxon in Buffalo and George Eydt in Toronto.

Goodmans LLP acted for the underwriters, with a team comprised of David Matlow, Sheldon Freeman, Chantal Thibault and Bram Atlin (securities/corporate) and Alan Bowman and Maureen Berry (tax). Goodwin Procter LLP in Boston was U.S. counsel to the underwriters, with a team that included Bill Whitledge, Brett Goldberg, Laura Hodges and Andy Boyd.

The selling shareholders were represented by J. Paul Mills, Q.C., Ronald Rudan, Q.C., and David Mills of Mills & Mills LLP in Toronto. The lenders were represented by Harold Chataway, Jeff Goldenthal, Richard Dusome, Dom Glavota and Thomas Subic of Gowling Lafleur Henderson LLP.