Entertainment One Income Fund Sells Operations to AIM-listed Company

On March 29, 2007, Entertainment One Income Fund completed the sale of Entertainment One's Canadian and US operations to Entertainment One Ltd., a publicly traded company listed on AIM that was established by Marwyn Investment Management LLP, a London, UK-based equity firm. The purchase price was approximately $188 million. The transaction represented the first acquisition of a public entity in Canada by a newly formed AIM-listed company and resulted in the fund's business being taken public in the UK. Debt financing for the acquisition was provided by TD Financial Group.

Entertainment One Income Fund (formerly ROW Entertainment) was founded in 1973 and is Canada's largest wholesale distributor of DVDs, CDs, video games and accessories to small and large retail chains and independent retailers across the country. In 2005, it also acquired the business of Koch Entertainment, one of the largest US independent record labels and independent distributors of music and video content in the United States.

Entertainment One Income Fund was represented by its general counsel, Aird & Berlis LLP, with a team led by Martin Kovnats and Tom Fenton (corporate) and that included Sam Billard and Fiona Hickman (banking), Jeff Merk, Lisa Angeli and Morli Shemesh (corporate), Bill VanderBurgh (regulatory) and Carol Burns, Barb Worndl and Melanie Yach (tax). The Fund was represented in the US by Debevoise & Plimpton LLP.

Davies Ward Phillips & Vineberg LLP acted as counsel to the special committee of trustees of Entertainment One Income Fund, with a team led by William Gula and Lori Sullivan (corporate) and that included Duncan Osborne (tax) and Mark Katz (regulatory). Slaughter and May represented Entertainment One Income Fund in the UK.

Entertainment One Ltd. and Marwyn were represented in Canada by Osler, Hoskin & Harcourt LLP, with a team led by Mark Trachuk and Desmond Lee (corporate) and that included Peter Glossop and Shuli Rodal (competition), Jennifer Lee and Rosalind Hunter (corporate), Michael Matheson, Laurie Shieff and Brodie Swartz (banking), Damian Rigolo (employment) and Jack Silverson (tax). In the UK and the US, Entertainment One Ltd. and Marwyn were represented by Mayer, Brown, Rowe & Maw LLP with a team that included Robert Hamill, Lauri-Lyn Pursall, Paul De Bernier, Patrick Hennessy, Collette Kerrigan, Adrian Stewart and Ugo Ude.

On the banking side of the transaction, Goodmans LLP acted as counsel to TD with a team led by David Nadler and that included Vanessa Yeung, Karen Paguandas and Yi-Wen Hsu (tax), and McMillan Binch Mendelsohn LLP acted as counsel to the Fund's banker with a team led by Andy Kent and that included Reema Kapoor, Adam Maerov, Kathy Martin, Jeff Rogers and Shahen Mirakian.

Genuity Capital Markets acted as financial advisor and the special committee of the fund and was represented by Jonathan Levin and Daniel Batista of Fasken Martineau DuMoulin LLP.