On April 21, 2015, Concordia Healthcare Corp. (Concordia), a diverse healthcare company focused on legacy pharmaceutical products and orphan drugs, acquired 18 products from Covis Pharma S.à.r.l and Covis Injectables, S.à.r.l (collectively, Covis). The purchase price of US$1.2 billion was paid in cash at closing.
Concordia paid for the acquisition through proceeds from a combination of: (i) a private placement offering in the United States of US$735,000,000 of 7 per cent senior notes due 2023 by a syndicate of initial purchasers including RBC Capital Markets, LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC and concurrent private placement in Canada (the us to Notes Offering); (ii) a “bought deal” short form prospectus offering in Canada of 4,329,428 subscription receipts by a syndicate of underwriters (the Underwriters) led by RBC Capital Markets, LLC, and including GMP Securities L.P. and TD Securities Inc., for aggregate gross proceeds of C$368,001,380 (the Equity Offering); and (iii) a senior secured credit facility with the Royal Bank of Canada, Morgan Stanley Senior Funding, Inc., TD Securities (USA) LLC, GE Capital Markets, Inc., Fifth Third Bank and certain other lenders (collectively, the Lenders) of up to US$700 million comprised of (a) a senior secured revolving credit facility in the aggregate principal amount of up to US$125,000,000 and (b) a senior secured term loan facility in an aggregate principal amount of US$575,000,000 (the Debt Financing).
Concordia was represented in-house by a team led by Francesco Tallarico and Aidan Hyde. Sullivan & Cromwell LLP acted as US counsel to Concordia with a team led by John Estes and Krishna Veeraraghavan. Fasken Martineau DuMoulin LLP acted as Canadian counsel to Concordia with a team led by Rubin Rapuch and John Sabetti and including Jessica Catton and Justine Connelly (securities); Jon Holmstrom, and Aaron Stefan and including Louise Kennedy (banking & finance); Mitchell Thaw (tax); and Stuart Brotman (insolvency/restructuring).
Paul Hastings acted as US counsel to the initial purchasers under the Notes Offering and to the Lenders under the Debt Financing with a team led by William Schwitter. Blake, Cassels & Graydon LLP acted as Canadian counsel for the initial purchasers of the Notes Offering and to the Lenders under the Debt Financing with a team led by Robert Seager, Aimee Yee, Michael Matheson, Catherine Youdan and Bryan Bailey. Torys LLP represented the Underwriters of the Equity Offering with a team led by Cheryl Reicin and Eric Foster and which included Miranda Callaghan and Jonah Goldberg (securities); Andy Beck and Erin Wiley (US securities) and James Guadiana and Andrew Wong (tax).
Covis was represented by Lowenstein Sandler LLP with a team led by Ethan Skerry, Robert Minion and Peter Ehrenberg.