Golf Town USA Holdings Inc., through a wholly owned subsidiary, completed the acquisition of 100 per cent of the common shares of Golfsmith International Holdings, Inc. (“Golfsmith”) by way of plan of merger for aggregate consideration of approximately US$163.1 million (the “Acquisition”). The combination of the Golf Town and Golfsmith businesses creates North America's largest multi-channel specialty golf retailer. The combined business will operate under the name Golfsmith International, with all stores located in Canada branded as Golf Town and all stores in the US branded as Golfsmith. The combined business will be majority owned, indirectly, by OMERS Administration Corporation for and on behalf of the OMERS pension plans (“OMERS”) and will be managed by OMERS Private Equity Inc., which is the entity responsible for identifying and managing the private equity investments of OMERS.
Immediately following completion of the Acquisition, Golf Town Canada Inc. (“Golf Town Canada”) and Golfsmith completed a private placement of 125,000,000 units (“Units”) for aggregate gross proceeds of $125,000,000 (the “Offering”), with each Unit consisting of (i) C$0.64 principal amount of 10.50 per cent senior second lien notes of Golf Town Canada due 2018, and (ii) $0.36 principal amount of 10.50 per cent senior second lien notes of Golfsmith due 2018.
The Offering was underwritten by a syndicate of underwriters comprising Scotia Capital Inc., TD Securities Inc. and BMO Nesbitt Burns Inc., as joint bookrunners, and HSBC Securi-ties (Canada) Inc. and National Bank Financial Inc., as co-managers. The Units were issued pursuant to a trust indenture with BNY Trust Company of Canada, as Canadian co-trustee and Canadian co-collateral agent and The Bank of New York Mellon, as US co-trustee and US co-collateral agent.
Following completion of the Acquisition, Golfsmith and Golf Town Canada, as borrowers, and GE Capital, Corporate Retail Finance, as administrative agent, entered into a new secured credit facility (the “ABL Facility”), consisting of a US$135.0 million revolving credit facility and a $15.0 million non-revolving first-in last-out term loan facility.
The OMERS Private Equity legal team was led by its General Counsel, Chantal Thibault, and by its Director Legal, Andrew Prodanyk, with assistance from Goodmans LLP in Canada and Weil, Gotshal & Manges LLP in the United States. The Goodmans team included Neil Sheehy, Brad Ross, Gail Jaffe, Brian Savage, Victoria Petherbridge, Joanna Creed and Brad Hennick (corporate/securities); Jay Feldman, Vanessa Yeung and Grant Coad (banking); Alan Bowman and Ken Saddington (tax) and Joe Conforti (employment). The Weil, Gotshal team included Marilyn French, Stephen Vander Stoep and Patrick Joy (corporate); Corey Chivers, Oliver DeGeest, Aman Singh and Jayshree Mahtani (capital markets); Andrew Colao, Kristopher Villarreal and Adrienne Baker (banking and finance); Amy Rubin and Kate Napalkova (employment and benefits) and Scott Sontag and Andrew Pelzer (tax); Steven Newborn and Laura Wilkinson (antitrust); Annemargaret Connolly and Thomas Goslin (environmental); Kwangchien Ger and Janell Wise (intellectual property); John Neuwirth, Stefania Venezia and Evert Christensen (litigation) and Leslie Smith (real estate).
Thomas Phillips, Samuel Williams and Michael Cohen of Brown Rudnick LLP assisted OMERS Private Equity on certain US corporate matters, while Daniel Hayhurst and Paul Dempsey of Gowling Lafleur Henderson LLP advised OMERS Private Equity on certain Canadian pension matters.
The Golfsmith legal team was led by Jim Eliasberg, Vice President & General Counsel of Golfsmith, with assistance and legal advice from White & Case LLP. The White & Case team included John Reiss, Greg Pryor, Dovrat Bashan and Amanda Ackerman (M&A); Colin Diamond, David Johansen and Elodie Gal (capital markets); Mark Hamilton (benefits); Bill Dantzler and Isaac Tendler (tax) and Glenn Kurtz, Andrew Hammond and Becky Bodony (litigation).
The syndicate of underwriters for the Offering was represented by Blake, Cassels & Graydon LLP with a team consisting of Tim Andison, Catherine Youdan and Neil Lacroix (corporate) and Aimee Yee and Neil Katz (banking).
BNY Trust Company of Canada and The Bank of New York Mellon were represented in Canada by Borden Ladner Gervais LLP with a team consisting of Gordon Raman and Gus Karantzoulis; and in the United States by Bryan Cave LLP with a team consisting of Bob Pedersen, Chris Eagan and Jeremy Finkelstein. GE was represented in the United States by Morgan Lewis LLP, with a team consisting of Sandra Vrejan, Marc Leduc, Albert Tsoi, Elizabeth Khoury, Stephen Orosz and Shah Nizami; and in Canada by McMillan LLP, with a team consisting of Stephanie Robinson, Clifton Jarin, Jeff Rogers and Julie Han (financial services); Adam Maerov (restructuring) and Todd Miller (tax).
Immediately following completion of the Acquisition, Golf Town Canada Inc. (“Golf Town Canada”) and Golfsmith completed a private placement of 125,000,000 units (“Units”) for aggregate gross proceeds of $125,000,000 (the “Offering”), with each Unit consisting of (i) C$0.64 principal amount of 10.50 per cent senior second lien notes of Golf Town Canada due 2018, and (ii) $0.36 principal amount of 10.50 per cent senior second lien notes of Golfsmith due 2018.
The Offering was underwritten by a syndicate of underwriters comprising Scotia Capital Inc., TD Securities Inc. and BMO Nesbitt Burns Inc., as joint bookrunners, and HSBC Securi-ties (Canada) Inc. and National Bank Financial Inc., as co-managers. The Units were issued pursuant to a trust indenture with BNY Trust Company of Canada, as Canadian co-trustee and Canadian co-collateral agent and The Bank of New York Mellon, as US co-trustee and US co-collateral agent.
Following completion of the Acquisition, Golfsmith and Golf Town Canada, as borrowers, and GE Capital, Corporate Retail Finance, as administrative agent, entered into a new secured credit facility (the “ABL Facility”), consisting of a US$135.0 million revolving credit facility and a $15.0 million non-revolving first-in last-out term loan facility.
The OMERS Private Equity legal team was led by its General Counsel, Chantal Thibault, and by its Director Legal, Andrew Prodanyk, with assistance from Goodmans LLP in Canada and Weil, Gotshal & Manges LLP in the United States. The Goodmans team included Neil Sheehy, Brad Ross, Gail Jaffe, Brian Savage, Victoria Petherbridge, Joanna Creed and Brad Hennick (corporate/securities); Jay Feldman, Vanessa Yeung and Grant Coad (banking); Alan Bowman and Ken Saddington (tax) and Joe Conforti (employment). The Weil, Gotshal team included Marilyn French, Stephen Vander Stoep and Patrick Joy (corporate); Corey Chivers, Oliver DeGeest, Aman Singh and Jayshree Mahtani (capital markets); Andrew Colao, Kristopher Villarreal and Adrienne Baker (banking and finance); Amy Rubin and Kate Napalkova (employment and benefits) and Scott Sontag and Andrew Pelzer (tax); Steven Newborn and Laura Wilkinson (antitrust); Annemargaret Connolly and Thomas Goslin (environmental); Kwangchien Ger and Janell Wise (intellectual property); John Neuwirth, Stefania Venezia and Evert Christensen (litigation) and Leslie Smith (real estate).
Thomas Phillips, Samuel Williams and Michael Cohen of Brown Rudnick LLP assisted OMERS Private Equity on certain US corporate matters, while Daniel Hayhurst and Paul Dempsey of Gowling Lafleur Henderson LLP advised OMERS Private Equity on certain Canadian pension matters.
The Golfsmith legal team was led by Jim Eliasberg, Vice President & General Counsel of Golfsmith, with assistance and legal advice from White & Case LLP. The White & Case team included John Reiss, Greg Pryor, Dovrat Bashan and Amanda Ackerman (M&A); Colin Diamond, David Johansen and Elodie Gal (capital markets); Mark Hamilton (benefits); Bill Dantzler and Isaac Tendler (tax) and Glenn Kurtz, Andrew Hammond and Becky Bodony (litigation).
The syndicate of underwriters for the Offering was represented by Blake, Cassels & Graydon LLP with a team consisting of Tim Andison, Catherine Youdan and Neil Lacroix (corporate) and Aimee Yee and Neil Katz (banking).
BNY Trust Company of Canada and The Bank of New York Mellon were represented in Canada by Borden Ladner Gervais LLP with a team consisting of Gordon Raman and Gus Karantzoulis; and in the United States by Bryan Cave LLP with a team consisting of Bob Pedersen, Chris Eagan and Jeremy Finkelstein. GE was represented in the United States by Morgan Lewis LLP, with a team consisting of Sandra Vrejan, Marc Leduc, Albert Tsoi, Elizabeth Khoury, Stephen Orosz and Shah Nizami; and in Canada by McMillan LLP, with a team consisting of Stephanie Robinson, Clifton Jarin, Jeff Rogers and Julie Han (financial services); Adam Maerov (restructuring) and Todd Miller (tax).
