New World Gaming Acquires Gateway Casinos

New World Gaming Partners Ltd., a joint venture owned by Macquarie Group Limited and Crown Limited (formerly Publishing and Broadcasting Limited) acquired all of the units of Gateway Casinos Income Fund on November 16, 2007. Concurrent with the acquisition, New World acquired all of Gateway's 5.35 per cent convertible debentures, substantially all of the assets of Gateway Casinos Inc. and all of the shares of Star of Fortune Gaming Management (BC) Corp. Collectively, the aggregate enterprise value ascribed to the acquired businesses and assets was approximately $1.37 billion.

The acquisitions were financed, in part, by multi-currency first lien facilities and a second lien facility provided by a syndicate of lenders led by Bear, Stearns & Co. Inc. and RBC Capital Markets, in their capacities as co-lead arrangers and joint bookrunners. Merrill Lynch Capital Inc. provided the interest rate and currency swaps with respect to the term loans.

Gowling Lafleur Henderson LLP represented New World Gaming with a multi-office team led by Myron Dzulynsky that included, among others, Bryce Kraeker, Connie Sugiyama, Michael Boehm and Cyndi Laval (securities), Ian Macdonald, Jonathan Behar, Danielle Waldman, Nicole Chen, Ben Westelman and Irene Stewart (corporate), Alan Dean, Jack Yong and Trish Steele (real estate), Lilly Wong and Leila Burden Nixon (financing), Tim Wach and Ash Gupta (tax) and Bob Milnes (Investment Canada). New World Gaming was also advised by Latham & Watkins LLP with respect to the US aspects of the financing with a team that included Loren Finegold, David Teh and Jenny Ho; Shefsky & Froelich Attorneys at Law with respect to gaming regulatory matters with a team that included Cezar Froelich, Paul Jenson and Rhett Skubis; and Dennis Coates of Mair Jensen Blair LLP with respect to liquor licensing. With respect to joint venture matters, David Robb and Paul Mayson of Allens Arthur Robinson advised Macquarie and John Stawyskyj and Lindy Randall of Blake Dawson together with Crown's in-house legal team Andy Carr and Michael Neilson advised Crown.

McCarthy Tétrault LLP advised Gateway, with a team including Cameron Belsher and Catherine Anderson. Gateway's special committee was advised by Tony Ryan and Jerry Schramm of Lawson Lundell LLP. Gateway Casinos Inc. and Star of Fortune were represented by Parolin & Company with a team that included Dennis Parolin and Grace Tsang, and with respect to matters of Alberta law, by Herb Zechel of Fraser Milner Casgrain LLP. Borden Ladner Gervais LLP advised Gateway, GCI and Star of Fortune with respect to tax matters with a team that included Bruce Sinclair and Mark Chartrand. The Star of Fortune shareholders (other than Gateway) were represented by Fraser Milner Casgrain LLP with a team that included Bruce McKay and Kim Willey, and by Richard Lewin of Heenan Blaikie LLP as well as George Akers of Nicholl & Akers.

Shearman & Sterling LLP led the legal team for the lenders and advised the lenders with respect to the US aspects of the financing with a team led by Michael Baker that included Kevin Brosseau, Nicole Kearse and Dana King. Cassels Brock & Blackwell LLP advised the lenders with respect to the Canadian aspects of the financing with a team led by Jim Janetos that included Marc Mercier, Renate Herbst, Charles Newman, Mark Bennett and Harvey Garman, with assistance from David Bain of Bull, Housser & Tupper LLP as to matters of British Columbia law and from Ian MacLachlan of Parlee McLaws LLP as to matters of Alberta law.

Sangra Moller LLP advised the British Columbia Lottery Corporation with a team that included Harj Sangra, Kim Moller and Michael Adams.