Allen-Vanguard Completes its Recapitalization and Acquisition by Versa Capital Management

On December 18, 2009, Ottawa-based Allen-Vanguard Corporation completed its recapitalization and acquisition by Contego AV Investments LLC, an affiliate of US private equity investment firm, Versa Capital Management, Inc. (collectively, Versa). The purchase price was not disclosed.

Allen-Vanguard announced on September 12, 2009, that it had entered into an agreement with Versa and its senior secured lenders pursuant to which Versa would provide both equity and debt capital to Allen-Vanguard, become the 100 per cent owner of the company and take the company private. The agreement provided for the restructuring and reduction of Allen-Vanguard's existing senior secured credit facilities and their replacement with a multi-year credit agreement, as well as a new revolving credit facility and documentary credit facility.

On December 9, 2009, Allen-Vanguard commenced a court process for approval of the transaction under the Companies' Creditors Arrangement Act. A meeting of Allen-Vanguard's creditors was held that same day, at which the CCAA plan was unanimously approved. A final hearing for court approval of the transaction was held and concluded on December 16, 2009.

Allen-Vanguard manufactures and markets counter-terrorist equipment and services to governments and private-sector clients worldwide. Its technologies, tools, and training focus on defeating or minimizing the effects of hazardous devices and materials, whether chemical, biological, radiological or explosive.

Versa was represented in Canada by Goodmans LLP with a team led by Stephen Pincus (corporate) that included Brendan O'Neill and Robert Chadwick (restructuring); Michelle Roth, Robert Vaux and Gail Jaffe (corporate); Fred Myers, Tom Friedland and Jason Wadden (litigation); David Nadler and Rosella Santilli (banking); Jon Northup (tax); Joel Schachter (regulatory) and Joe Conforti (employment). Versa was represented in the US and UK by Dechert LLP with a team that included Mark Thierfelder, Craig Smith, Scott Zimmerman, James Stefanick, Joshua Milgrim, Tony Chan, Blair McKechnie, and Daniel Mazzone. Dickstein Shapiro LLP provided US regulatory advice to Versa with a team that included George Boggs and Richard Conway.

Allen-Vanguard was represented in-house by Elisabeth Preston, Chief Legal Officer, Vice-President of Corporate Affairs, General Counsel and Corporate Secretary and Judith Atwood, Associate General Counsel seconded from Lang Michener LLP, and in Canada by Lang Michener with a team that included Carl De Vuono, Hellen Siwanowicz and David Mendicino (corporate and securities); Alex Ilchenko (restructuring); and Eric Friedman and Sean Rimoin (banking). Allen-Vanguard was represented in the US by Kaye Scholer LLP with a team that included Ron Henry and Farhad Jalinous; and in the UK by Morgan Cole with a team led by Michael Stace. The independent directors of Allen-Vanguard were represented by Fasken Martineau DuMoulin LLP with a team that included Aubrey Kauffman and Jonathan Levin.

The lenders were represented in Canada by a team led by Leanne Williams of Thornton Grout Finnigan LLP and by Michael Woollcombe of Voorheis & Co. LLP. In the US, the lenders were represented by Junine Johnson and Daniel Dokos of Weil, Gotshal & Manges LLP.

The monitor was represented by Ogilvy Renault LLP with a team that included Mario Forte, Ian Ness and Evan Cobb.