Dollarama LP Acquires Majority Position in S. Rossy and Dollar AMA

On November 18, 2004, Dollarama LP acquired a majority position in the Dollarama business of Montreal-based S. Rossy Inc. and Dollar AMA Inc., with the founders and management retaining a substantial stake. Dollarama is the largest dollar store network in Canada with over 340 stores in six provinces. The amount of the deal is undisclosed.

Bain Capital and the management group provided the equity to finance the acquisition. In addition, a syndicate of lenders led by Royal Bank of Canada, as administrative agent, Citibank Canada, as syndication agent, the Bank of Nova Scotia and JPMorgan Chase Bank, as co-documentation agents, Citigroup Global Markets Inc., as joint lead arranger and joint book-running manager, RBC Capital Markets, as joint lead arranger and joint book-running manager for the term A facility and the revolving credit facility and JP Morgan Securities Inc., as joint lead arranger and joint-book running manager for the term B facility provided senior secured debt financing. Furthermore, a group of lenders led by Citicorp North America, Inc., as administrative agent, Royal Bank of Canada, as syndication agent, the Bank of Nova Scotia and JPMorgan Chase Bank, as co-documentation agents and Citigroup Global Markets Inc., RBC Capital Markets and JP Morgan Securities Inc., as joint lead arrangers and joint book-running managers provided a senior subordinated debt facility.

S. Rossy and Dollar AMA were represented by Davies Ward Phillips & Vineberg LLP, with a team that included Richard Cherney, Sam Minzberg, Janet Ferrier, Hillel Rosen, Sébastien Roy and Sylvie Guillemette (corporate) and Alan Shragie and Michael Kandev (tax) in Montreal.

On both the acquisition and the financings, Bain Capital and other affiliated entities were represented by Ropes & Gray LLP in the US and by Stikeman Elliott LLP in Canada.The Ropes & Gray team included Alfred Rose, Sean Doherty, Allyson Hawkes, Andrew Schader and Rebecca Ginsburg (corporate), Byung Choi, Sunil Savkar and Peggy Ho (financing), Christopher Leich (tax) and Walter McCabe (real estate). The Stikeman team included John Leopold, Peter Castiel, Sophie Lamonde, Frédéric Brassard and Michael Szlamkowicz (corporate), Robert Hogan and Marie-Andrée Beaudry (tax), Marc Barbeau, Caroline Boutin, Pascal Hurtubise, Donna Benedek and Jennifer Legge (financing), Valérie Mac-Seing (real estate), Paul Collins (competition) and Patrick Essiminy and Mireille Bergeron (employment). In addition, C. Paul Smith, Charles Reagh and Lee Bell-Smith of Stewart McKelvey Stirling Scales and Harley Boles of Aikins, MacAulay & Thorvaldson LLP assisted the Stikeman team.

The lenders were represented, in the US, by Weil, Gotshal & Manges LLP, with a team that included Morgan Bale, Matthew Bloch, Peter Bove and Samson Frankel and, in Canada, by Simon Finch, Yannick Beaudoin, Aimee Yee, Daniel Ferreira and Chris Van Loan of Blake, Cassels & Graydon LLP.