CanWel Building Materials Income Fund Completes Series of Transactions

CanWel Building Materials Income Fund completed a series of transactions on February 1, 2010 involving (i) conversion of the Fund from an income trust to a dividend paying corporation named CanWel Holdings Corporation (New CanWel), (ii) the acquisition of Broadleaf Logistics Company (Broadleaf), (iii) a $57.5 million bought deal private placement of subscription receipts and (iv) the refinancing of its senior credit facilities.

Pursuant to the acquisition, New CanWel acquired all of the issued and outstanding shares of Broadleaf from Rudy Holding II S.à r.l. (a portfolio company of Platinum Equity) for aggregate consideration consisting of (i) $20 million in cash, (ii) 10.25 million common shares of New CanWel and (iii) a secured subordinated promissory note in the principal amount of US$18,500,000.
The acquisition was funded in part from the proceeds of the private placement financing. Concurrently with the conversion, acquisition and private placement, New CanWel also amended and restated the Fund's senior credit facilities with Wachovia Capital Finance Canada.

GMP Securities L.P. acted as the Fund's financial advisor in connection with the conversion and the acquisition of Broadleaf and also served as underwriter for the private placement.

The CanWel entities were represented by Goodmans LLP. The Goodmans team was led by Michael Partridge and included Paolo Berard, Kirk Rauliuk, Peter Hawkings, Brian Savage and Robert Kallio (corporate/securities); Mitchell Sherman and Carrie Smit (tax); Ken Herlin and Josh Nisker (real estate); and Jean Anderson, Lisa Mantello and Grant Coad (banking). Davies Ward Phillips & Vineberg LLP acted as competition counsel to CanWel with a team that included John Bodrug and Elisa Kearney. David Redford and Matthew Kirk of Goodmans LLP (Vancouver) acted as local counsel to CanWel in British Columbia. Scott Kearl of Burnet, Duckworth & Palmer LLP acted as local counsel to CanWel in Alberta. Michael Blumenstein and Daniel Frajman of Spiegel Sohmer Inc. acted as local counsel to CanWel in Québec and Stewart McKelvey's Charles Reagh acted as local counsel to CanWel in Nova Scotia in post-closing matters only.

Platinum was represented by Baker & McKenzie LLP in Toronto with a team led by Nurhan Aycan that included Matthew Grant and Allan Ritchie (corporate); Janice McAuley (regulatory); Alex Roberts (banking) and Brian Segal (tax). Platinum was also represented by Charles Reagh (corporate commercial) of Stewart McKelvey in Halifax. Matthew Wrysinski of McGuireWoods LLP acted as US counsel to Rudy and Platinum with regard to banking matters.

GMP Securities was represented by Wildeboer Dellelce LLP with a team that included Troy Pocaluyko, James Brown and Alexandra Vazquez (corporate/securities) and Kevin Fritz (tax).

Blake, Cassels & Graydon LLP represented the lenders and the agent under the amended and restated senior credit facility with a team consisting of Daryl Clark, Ian Binnie, Bahar Hafizi, Samantha Bretholz, Camille Paulus (financial services) and Jamie Koumanakos (corporate).