Shoppers Drug Mart Completes Refinancing

On October 24, 2003, Shoppers Drug Mart Corporation refinanced approximately $1.2 billion of existing senior secured bank credit facilities with a combination of drawdowns under new senior unsecured bank credit facilities, an initial offering of unsecured medium term notes and a commercial paper programme. Shoppers’s new bank credit facilities, arranged by CIBC World Markets Inc., Scotia Capital Inc. and RBC Capital Markets Inc. as joint lead arrangers and bookrunners and Canadian Imperial Bank of Commerce as administrative agent, consist of a $350 million term facility, a $250 million term revolving facility and a $300 million 364-day revolving facility, subject to annual renewal.

Pursuant to a base shelf prospectus filed in all provinces of Canada qualifying up to $500 million in medium term notes for issuance over 25 months, Shoppers issued $300 million aggregate principal amount of five-year unsecured medium term notes maturing October 24, 2008, which bear interest at a fixed rate of 4.97 per cent per annum. CIBC World Markets, Scotia Capital and RBC Dominion Securities Inc. co-led the syndicate of selling agents for the medium term notes, which included Merrill Lynch Canada Inc., TD Securities Inc. and BMO Nesbitt Burns Inc. In addition, Shoppers issued the full $300 million aggregate principal amount of short term promissory notes authorized for issuance under its new commercial paper programme. Shoppers has appointed CIBC World Markets, RBC Capital Markets and TD Bank as dealers under the programme.

Shoppers was represented in-house by Bryna Goldberg, executive vice-president, legal, general counsel and secretary; and Richard Alderson, vice-president, legal; and by Osler, Hoskin & Harcourt LLP in Toronto, Montreal and Calgary, with a team that included Mark DesLauriers, Richard Pratt, Phil Lefko, Tracy Rotstein and Lori Stein, assisted by Dominique Têtu and Jacques Beaumier (translation) in Montreal and Sherri Fountain and Andrée Blais in Calgary.

The lenders under the new bank credit facilities were represented by Gowling Lafleur Henderson LLP, with a team that included Lilly Wong, Christopher Alam and David Kolesar. The medium term note dealers were represented by Torys LLP, with a team that included Kevin Morris, Adam Armstrong, Tom Zverina and Harry Gousopoulos, and assisted by Jamie Scarlett.