Aeroplan Acquires LMG

On December 20, 2007, Aeroplan Income Fund completed the acquisition of Loyalty Management Group (“LMG”), the leading loyalty marketing and customer-driven insight and analysis company that owns and operates the Nectar loyalty program in the United Kingdom. LMG operates in three main areas: Nectar, Insight & Communications (I&C) and Loyalty International. Aeroplan Income Fund acquired LMG from Sir Keith Mills (Chairman of LMG), global private equity investor Warburg Pincus and the management team for a purchase price of £350 million ($717.5 million) plus working capital adjustments of £18 million ($36.9 million) for total consideration of £368 million ($754.4 million). RBC Capital Markets acted as financial advisor to Aeroplan in this acquisition and has, through a banking syndicate, provided the debt financing necessary to complete the transaction.

Aeroplan was represented by its Vice President, General Counsel and Corporate Secretary, Mark Hounsell, and by a team from Stikeman Elliott LLP, which included Jean Marc Huot, Jean Farley, Gayle Noble, Tania Djerrahian, Resham Ramchandani, Jeffrey Keey and Alwin Kong (corporate), Robert Hogan, Marie-Andrée Beaudry, Josée Massicotte, Frank Mathieu and Pierre-Louis Le Saunier (tax), Jean Lamothe, Caroline Boutin, Marco Rodrigues and Gabrielle Bélanger (banking), and Robert Carelli (securities).

MacFarlanes was retained as special United Kingdom counsel to Aeroplan with a team that comprised Robert Sutton, Howard Corney, Edward Waldron and Andrea Wardrop (corporate), Mark Baldwin, Vivian Hanes and Robert O'Hare (tax), Victoria Molins (employment), Christopher Lawrence, Eric Irvine and Luke Menzies (banking).

LMG was represented by General Counsel Martin Briggs, and by a team from Lovells LLP, which included Peter Watts, Jim Harper and Jennifer Dickey (corporate) and Karen Hughes (tax).
RBC and the banking syndicate were represented by a team from Osler, Hoskin & Harcourt LLP, which included Michael Matheson, Constantine Troulis, Joyce Bernasek and Todd Mandel. Herbert Smith LLP acted as United Kingdom counsel to RBC and the banking syndicate with a team led by Chris Fanner and assisted by Daniel Margolis, Stephen Bosworth, James Renwick and Philippa Rafferty; and corporate partner Gavin Davies assisted by Philip Hart and James Hull.