American Eagle Outfitters, Inc.

On November 30, 2000, the purchase by American Eagle Outfitters Canada Inc. (American Eagle), a US specialty retailer of casual apparel, of the Thrifty’s/Bluenotes, Braemar and National Logistics Services businesses from Toronto-based Dylex Limited (Dylex) was successfully completed. The deal was valued at C$115 million; Dylex received cash proceeds of $92 million, which is net of escrows totalling $13 million and closing adjustments of $10 million. With the acquisition, American Eagle Outfitters will operate 116 Thrifty’s/Bluenotes stores and will commence the conversion of approximately 47 Braemar locations to American Eagle stores.

Osler, Hoskin & Harcourt LLP acted for American Eagle Outfitters Canada Inc., with a team comprised of James Lisson, Andrew MacDougall, Tracy Sandler, Michael Davies, Greg Firnau and Robert Antenore on corporate and real property matters, and Peter Franklyn and Anne Carty on competition and Investment Canada Act matters. Neil Bulman, Jr. and Alan Silhol, in-house counsel for American Eagle Outfitters Canada Inc., also acted on the transaction. Jordan Bernamoff and Stephen D.A. Clark of McCarthy Tétrault acted for National City Canada, Inc., America Eagle’s lender on the deal.

Acting for Dylex was a team from Goodmans LLP led by Stephen Bloom that included Ken Herlin and Monica Mraz (real estate), Allan Goodman and Meredith Roth (securities), Kari MacKay (corporate/commercial), Ken Crofoot (bulk sales), Dan Gormley (competition), and David Wiseman (lender issues). Mike Parker of Mike Parker & Associates was retained to assist in negotiations with the various landlords. Scott Horner and Don Waters of McMillan Binch acted for Dylex’s lender, GE Capital Canada.