Brick Group Income Fund Completes IPO

On July 20, 2004, the Brick Group Income Fund completed its initial public offering of 27.2 million class A trust units for gross proceeds of $272 million. The Fund used the proceeds of the offering to acquire indirectly all of the outstanding partnership interests in the Brick Warehouse LP (together with its affiliates, the “Brick Group”) from LB Asset Holding Corp., a subsidiary of the Brick Warehouse Corp. On August 10, the Brick Group Income Fund closed the exercise of the over-allotment option granted to the underwriters in the amount of $8 million. As a result of these transactions, LB Asset Holding owns all of the Class B trust units of the Fund and a portion of the Class A trust units of the Fund, representing in the aggregate 49.79 per cent of the outstanding units of the Fund.

The underwriting syndicate for the offering was co-led by CIBC World Markets Inc. and RBC Capital Markets, and also included National Bank Financial Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Canaccord Capital Corp., Desjardins Securities Inc., and Raymond James Ltd.

The Fund and the Brick Group were represented in-house by Paulina Hiebert, vice-president, legal and corporate secretary; by Goodmans, with a team led by Stephen Pincus and which included Justin Beber, Mark Spiro, Gesta Abols and Thiago Kurtz (corporate), Maureen Berry and Jon Northup (tax), and Mark Surchin and Kari MacKay (banking); and in Alberta by Bryan & Company, with a team that included Michael Crozier, Q.C., Pat Bond, Q.C., Ian Reynolds, Timothy Sebastian and Rob Muller.
The underwriters were represented by McCarthy Tétrault, with a team that included Jonathan Grant, Robert Hansen, Tara Rosenblatt and Brodie Swartz (corporate), James Morand and Gabrielle Richards (tax) and Douglas Thomson (environmental). CIBC World Markets was also represented by Robert Richardson, vice-president, legal.

Concurrent with the offering, the Brick Group entered into new $135 million senior credit facilities with a syndicate of banks arranged by CIBC World Markets and RBC Dominion Securities Inc. and which included HSBC Bank Canada and Canadian Western Bank and a new $15 million documentary letter of credit facility with HSBC Bank Canada. The banks were represented by Fraser Milner Casgrain, with a team that included Bill Jenkins in Calgary, Richard Miller, Darlene Scott, Leah Tolton and Nicole Lecours in Edmonton, Jules Lewy (tax), Yvonne McAndrew and Andrew Salem in Toronto, Janelle Dwyer in Vancouver and Dean Chenoy in Montreal.