Keystone North America and Keystone Newport ULC Complete IPO

On February 8, 2005, Keystone North America Inc. (KNA) and Keystone Newport ULC (KNA ULC) successfully completed an initial public offering of 17,100,000 income participating securities (IPSs) at $10 per IPS for gross proceeds of $171 million. In connection with this offering, KNA ULC also sold, on a private placement basis, $10 million principal amount of separate subordinated notes that are not in the form of IPSs.

Upon closing, KNA and KNA ULC acquired all of the issued and outstanding class A common shares and preferred shares of Keystone Group Holdings, Inc. Concurrent with the offering, Keystone acquired the funeral and cemetery business of Hamilton Funeral Services Centers. The combined company owns and operates 177 funeral homes and nine cemeteries in 26 states in the US.

The offering was underwritten by a syndicate of underwriters led by BMO Nesbitt Burns Inc. and Scotia Capital Inc., and included CIBC World Markets Inc., RBC Dominion Securities Inc., National Bank Financial Inc. and TD Securities Inc. On February 17, 2005, the underwriters exercised their over-allotment option, thereby raising additional gross proceeds of $16,680,170.

The issuer was represented by Goodmans LLP with a team that included Stephen Pincus, Sheldon Freeman, Mark Spiro, Gesta Abols and Piran Thillainathan (corporate/securities), Mark Surchin and Mark Ableman (debt financing) and Jon Northup (tax); and in the US by Kirkland & Ellis LLP with a team that included Kevin Evanich, Dennis Myers, Michael Weed, Christopher Ziebarth and David Johanson (corporate/securities), Jocelyn Hirsch, Ari Fox and Renee Schreiber (secured lending) and Bill Welke and Kevin Coenen (tax).

The underwriters were represented in Canada and the US by Torys LLP, with a team that included Kevin Morris, John Emanoilidis, Rima Ramchandani and Michelle Campbell (corporate), Corrado Cardarelli (tax) in Toronto, and Darren Baccus (corporate), Peter Keenan and Gregg Larson (tax), and Jeff Gracer (environmental) in New York.

Hamilton was represented by Pillsbury Winthrop LLP with a team that included Jim Basta, Mike Garrett and Dave Snyder, and by Jeffrey M. Reisner and Elliot Freier of Irell & Manella LLP. Hamilton\'s primary debt holders were represented by O’Melveny & Myers LLP with a team that included Jill Irvin, Robert Miller and Tamami Yamaguchi.