Wind Point Partners Acquires Santa Maria Foods

On January 26, 2007 Wind Point Partners VI, L.P., completed the acquisition of all the issued and outstanding shares of Santa Maria Foods Corporation and its affiliates for an undisclosed amount. Wind Point Partners VI, L.P. is a private equity investment firm based in Chicago, Illinois that manages more than $2 billion in commitments from pension funds, endowments and individuals. Santa Maria Foods Corporation is a Toronto-based manufacturer, marketer and distributor of Italian-style deli meats and a leading provider of imported Italian specialty foods.

Aird & Berlis LLP acted as lead Canadian counsel to Wind Point with a team led by Joel Rose that included Joanne Coldwell and Christina Vechsler (corporate), Barbara Worndl (tax), Dennis O'Leary (environmental), Derek McCallum (real estate), Grant Cansfield and Karen Ng (IP/trademarks), Chris Lloyd (labour and employment), Barbara Lawrie (benefits) and William VanderBurgh (competition). Aird & Berlis also acted as lead Canadian counsel in arranging senior secured and sub debt facilities in connection with the acquisition and ongoing operations of Santa Maria Foods Corporation with a team that included Kenneth Rosenstein, Craig Segal and Doug Palmateer.

Winston & Strawn LLP acted as US counsel to Wind Point with a team led by Steven Napolitano that included Greg Grossman (corporate); Roger Lucas (tax); Chuck Boehrer and Robert Roos (finance); Michael Falk and Stacey Austin (employment) in Chicago and Alexandra Abbott and Anna Evangelou in Winston & Strawn's London, UK office.

Parlee McLaws LLP acted as Alberta agents, with a team that included Ian MacLachlan, Frank Niziol, Peter Torn and Dani Fialkov. Gascon & Associés acted as Quebec agents, with a team that included Jean Proulx and Mireille Dumont. Paul Brown of Owen Bird LLP acted as agent in British Columbia.

Santa Maria Foods Corporation was represented by Cassels Brock & Blackwell LLP, with a team led by Sheldon Plener that included Cheryl Silver and Luke Woolford (corporate); Maxwell Gotlieb, Marc Weisman and Brennan Debbo (tax); John McGowan (employment/environmental); Catherine Dennis (IP/trademarks) and David Redmond (real estate).

Don Thomson at Walker Ellis LLP acted as counsel for certain shareholders, including 1226253 Ontario Ltd., I.P. Rosati Holdings Ltd. and certain management of Santa Maria Foods Corporation. Robert Muncaster at Gowling Lafleur Henderson LLP acted for Roynat Capital Inc., a shareholder of Santa Maria Foods Corporation.

Robert Picard of Gardiner Roberts LLP acted as counsel to Fred Jaques, who assumed the role of CEO at Santa Maria Foods Corporation, with respect to employment matters.

The senior secured facilities were provided by a syndicate of lenders including The Bank of Nova Scotia as administrative agent, lead arranger and hedge advisor, CIT Financial Limited as syndication agent and GE Canada Financing Holding Company as documentation agent. The syndicate was represented by Borden Ladner Gervais LLP, whose team included James Mathers, Bill Robertson, Will Wallace, Paul McCarten, Angela Lin, Andrew Collingwood, Claudine Millette, Pierre Cote and others from BLG's Toronto, Montreal, Calgary and Vancouver offices. CIT was advised by Michael Bertrand, vice president and senior counsel, and GE was advised by Joel Scoler and Ed Ra of McCarthy Tétrault LLP.

The sub debt facilities were provided by Northwest Mutual Life Insurance Company, which was represented by Schiff Hardin LLP, with a team that included Andrew Kling, Mark Zaander, Steve Isaacs and Brendan Kelly.