On April 30, 2004, New Brunswick-based Connors Bros. Income Fund completed its US$385 million combination with San Diego-based Bumble Bee Holdings, LP. The transaction gives Connors Bros. an approximate 68.3 per cent interest in the combined business, while the owners of Bumble Bee, primarily Centre Partners Management LLC (a US private equity fund), hold the remaining 31.7 per cent interest, which will be exchangeable for up to 14.3 million additional units of the Fund.
Equity financing for the transaction was provided through a Canadian public offering of 15.2 million subscription receipts, resulting in total proceeds to the Fund of $262.5 million, by a syndicate of underwriters led by CIBC World Markets Inc. and including RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Capital Corp. and GMP Securities Ltd. New senior debt financing for the Canadian and US operating companies of the combined business was led by Fleet Capital.
Connors Bros. was represented by Torys, with a Toronto team comprised of Jamie Scarlett, Glen Johnson, Rena Shadowitz, Cornell Wright, Wendy Kennish, Shiraz Gheyara and Shauna Parr (equity offering and M&A); David Dell, Scott Kraag, Boris Nevelev and Rafal Nowak (senior financing and internal debt); Corrado Cardarelli, Ron Nobrega, Andrea Shreeram, Tim Rorabeck and Ann Marie McGovern (tax); Jay Holsten (competition); Christina Medland, Mitch Frazer and Danelle Parkinson (employment); Eric Boehm and Charles Boulakia (IP); Dennis Mahony (environmental); and David Steele (trusts). Torys’ New York team included Richard Willoughby, Mark Adkins, Craig Pell, Darren Baccus, Ilana Mantell and Maria Krasnikow (offering and M&A); Darien Leung (senior financing and internal debt); Jeff Scheine and Pamela Petree (tax); Peter Keenan (ERISA); David Wawro, Jay Romagnoli and Chris Bordoni (antitrust); Joe Vicinanza (employment); Lou Ederer and Sophie Anger (IP); Jeff Gracer (environmental); and Gary Litke, Matt Nichols and Alana Tolhurst (real estate).
The New Brunswick aspects of the transaction for the Fund was handled by Patterson Palmer, with a team led by Connors Bros.’ regular counsel, John Laidlaw, and including Raymond Glennie, Q.C., Peter Forestell, Charles (Chip) Whelly, Q.C., Arthur Doyle, Cortney Luscombe and Michael Gillis.
The Fund and its Maine subsidiary, Stinson Seafood, was represented by local counsel Jensen Baird Gardner & Henry, with a team comprised of Michael Quinlan (business services), Ronald Epstein and Suzanne Scott (real estate) and Michael Nelson (state antitrust).
In Canada, Bumble Bee and Centre Partners were represented by McCarthy Tétrault, with a team that included Edward Kerwin, Graham Gow, Iain Morton, Ian Michael, Matthew Kelleher and Cibele Natasha Antunes (corporate, M&A and equity offering), James Morand (tax), Oliver Borgers (competition), Lorraine Allard and Valerie De Souza (pension), Paul Boniferro (labour and employment) and Gordon Baird and Aimée Downey (debt financing).
On the transaction and the Fleet Capital financing in the US, Bumble Bee and Centre Partners were represented by O’Melveny & Myers, with a team comprised of Mark Thierfelder, Jill Irvin, Tim Hofer, Marshall Phelps and Anupama Ahluwalia (corporate); Fred Bachman, Robert (Chip) Gage, Brian Kim, Colleen Echeveste and Jessica Orlando (finance); Robert Lowe (employee benefits); Jeff Held and Marshall Brozost (real estate); Rich Parker, David Beddow and Rebecca Farrington (antitrust); and Daniel Dunn and Chris Campbell (tax).
Fleet Capital was represented on the US senior debt facility by Sheppard, Mullin, Richter & Hampton, with a team comprised of Bill Scott, John Friedrichs, Brent Horstman and Anthony Callobre. Fleet Capital was also represented on the Canadian and US senior debt facilities by Ogilvy Renault, with a team that included Kevin Morley, David Amato, Kruti Patel, Jennifer Stam, Carla Santos, Serge Levy (Quebec matters) and John Naccarato (real estate).
In the Canadian public offering, the underwriters were represented by Osler, Hoskin & Harcourt, with a team comprised of Mark DesLauriers and Katy Waugh (corporate), Patrick Donnelly (securities), and Judith Harris and Kim Wharram (tax).
Equity financing for the transaction was provided through a Canadian public offering of 15.2 million subscription receipts, resulting in total proceeds to the Fund of $262.5 million, by a syndicate of underwriters led by CIBC World Markets Inc. and including RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Capital Corp. and GMP Securities Ltd. New senior debt financing for the Canadian and US operating companies of the combined business was led by Fleet Capital.
Connors Bros. was represented by Torys, with a Toronto team comprised of Jamie Scarlett, Glen Johnson, Rena Shadowitz, Cornell Wright, Wendy Kennish, Shiraz Gheyara and Shauna Parr (equity offering and M&A); David Dell, Scott Kraag, Boris Nevelev and Rafal Nowak (senior financing and internal debt); Corrado Cardarelli, Ron Nobrega, Andrea Shreeram, Tim Rorabeck and Ann Marie McGovern (tax); Jay Holsten (competition); Christina Medland, Mitch Frazer and Danelle Parkinson (employment); Eric Boehm and Charles Boulakia (IP); Dennis Mahony (environmental); and David Steele (trusts). Torys’ New York team included Richard Willoughby, Mark Adkins, Craig Pell, Darren Baccus, Ilana Mantell and Maria Krasnikow (offering and M&A); Darien Leung (senior financing and internal debt); Jeff Scheine and Pamela Petree (tax); Peter Keenan (ERISA); David Wawro, Jay Romagnoli and Chris Bordoni (antitrust); Joe Vicinanza (employment); Lou Ederer and Sophie Anger (IP); Jeff Gracer (environmental); and Gary Litke, Matt Nichols and Alana Tolhurst (real estate).
The New Brunswick aspects of the transaction for the Fund was handled by Patterson Palmer, with a team led by Connors Bros.’ regular counsel, John Laidlaw, and including Raymond Glennie, Q.C., Peter Forestell, Charles (Chip) Whelly, Q.C., Arthur Doyle, Cortney Luscombe and Michael Gillis.
The Fund and its Maine subsidiary, Stinson Seafood, was represented by local counsel Jensen Baird Gardner & Henry, with a team comprised of Michael Quinlan (business services), Ronald Epstein and Suzanne Scott (real estate) and Michael Nelson (state antitrust).
In Canada, Bumble Bee and Centre Partners were represented by McCarthy Tétrault, with a team that included Edward Kerwin, Graham Gow, Iain Morton, Ian Michael, Matthew Kelleher and Cibele Natasha Antunes (corporate, M&A and equity offering), James Morand (tax), Oliver Borgers (competition), Lorraine Allard and Valerie De Souza (pension), Paul Boniferro (labour and employment) and Gordon Baird and Aimée Downey (debt financing).
On the transaction and the Fleet Capital financing in the US, Bumble Bee and Centre Partners were represented by O’Melveny & Myers, with a team comprised of Mark Thierfelder, Jill Irvin, Tim Hofer, Marshall Phelps and Anupama Ahluwalia (corporate); Fred Bachman, Robert (Chip) Gage, Brian Kim, Colleen Echeveste and Jessica Orlando (finance); Robert Lowe (employee benefits); Jeff Held and Marshall Brozost (real estate); Rich Parker, David Beddow and Rebecca Farrington (antitrust); and Daniel Dunn and Chris Campbell (tax).
Fleet Capital was represented on the US senior debt facility by Sheppard, Mullin, Richter & Hampton, with a team comprised of Bill Scott, John Friedrichs, Brent Horstman and Anthony Callobre. Fleet Capital was also represented on the Canadian and US senior debt facilities by Ogilvy Renault, with a team that included Kevin Morley, David Amato, Kruti Patel, Jennifer Stam, Carla Santos, Serge Levy (Quebec matters) and John Naccarato (real estate).
In the Canadian public offering, the underwriters were represented by Osler, Hoskin & Harcourt, with a team comprised of Mark DesLauriers and Katy Waugh (corporate), Patrick Donnelly (securities), and Judith Harris and Kim Wharram (tax).
Lawyer(s)
William M.
William M. Scott, IV
Gary Litke
Graham P.C. Gow
Anthony R. Callobre
Andrea Shreeram
Charles D. Whelly
Michael E. J. Phelps
Darien G. Leung
Darren D. Baccus
Raymond F. Glennie
Paul A. Boniferro
Mark R. T. Adkins
Eric Boehm
Michael A. Gillis
Matthew S. Kelleher
Lou Ederer
James G. Morand
Rafal A. Nowak
Mary Azcuenaga
Ian C. Michael
Scott Kraag
Rena Shadowitz
Michael J. Quinlan
Suzanne Scott
Glen R. Johnson
Serge Levy
John D. Laidlaw
C. Natasha Antunes
Frederick M. Bachman
Joseph (Jay) Romagnoli
Judith E. Harris
Corrado Cardarelli
Mark Thierfelder
Christopher A. Bordoni
Iain R. Morton
Patrick Donnelly
Richard G. Willoughby
James D. Scarlett
Carla Santos
Peter R. Forestell
R. Jay Holsten
Kimberly J. Wharram
Cornell C.V. Wright
Charles A. Boulakia
Andrew G. Kay
David W. R. Wawro
Mitch Frazer
Richard Parker
David M.A. Amato
Aimée M. Downey
Brent E. Horstman
Gordon D. Baird
Katy M. Waugh
Ronald Epstein
Jennifer Stam
Christina H. Medland
Boris V. Nevelev
Ronald E. Nobrega
Brian Kim
Oliver J. Borgers
Robert H. Davidson
Patrice S. Walch-Watson
Wendy B. Kennish
Michael Nelson
Tina Marshall
Ann Marie McGovern
Kevin J. Morley
Sophie Anger
Jeffrey S. Held
Timothy P. Rorabeck
Jeffrey D. Scheine
J. Mark DesLauriers
David Beddow
Lorraine Allard