On March 18, 2015, Chesswood Group Limited (“Chesswood”) announced that it had completed the acquisition of all of the shares in the capital of, and certain shareholder loan receivables in respect of, Blue Chip Leasing Corporation (“Blue Chip”) and EcoHome Financial Inc. (“EcoHome”) pursuant to a share purchase agreement between Chesswood, CB Leaseco Holdings Inc. (the “Vendor”), and the principals of the Vendor made as of February 25, 2015. The aggregate purchase price for the acquisition (subject to additional consideration in the event that the future performance of Blue Chip and EcoHome exceed performance targets) was $64,000,000 (of which approximately $19,444,000 was satisfied through the issue of 1,806,384 Chesswood common shares, with the balance paid in cash).
The cash portion of the purchase price was partially funded through a public offering (the “Public Offering”) of 3,302,600 subscription receipts at a price of $9.75 per subscription receipt pursuant to an underwriting agreement with a syndicate of underwriters led by RBC Capital Markets and including BMO Capital Markets, National Bank Financial Inc., TD Securities Inc. Cormark Securities Inc., Canaccord Genuity Corp. and Laurentian Bank Securities Inc. (together, the “Underwriters”).
Concurrently with the closing of the Public Offering, Chesswood also completed the sale of 615,384 subscription receipts on a non-brokered private placement basis to certain directors, officers and other insiders at the same price per subscription receipt as under the Public Offering.
Each subscription receipt entitled the holder thereof to receive, for no additional consideration, one Chesswood common share upon the closing of the acquisition of Blue Chip and EcoHome. All subscription receipts were automatically exchanged for Chesswood common shares upon the closing of such acquisition on March 17, 2015.
Chesswood was represented by McCarthy Tétrault LLP with a team that included Gary Litwack and Ryan Hornby (securities/M&A), Jennifer Organ (M&A), Justin Lapedus (financial services), Lama Sabbagh (securities/M&A), Paul Kunynetz (M&A) and Jim Morand and Robert Nearing (tax).
The Vendor and its principals were represented by Aird & Berlis LLP with a team that included Richard Epstein (M&A), Richard Kimel (M&A), Francesco Gucciardo (tax), Jonathan Tong (M&A), Jill Fraser (financial services) and Jeremy Burke (corporate).
The Underwriters were represented by Davies Ward Philips & Vineberg LLP with a team that included Mindy Gilbert (corporate/securities), Ryan Elger (corporate/securities) and Ian Crosbie and Raj Juneja (tax).