Atlas Acquires Warehouse Facilities

On October 23, 2002, Toronto-based Atlas Cold Storage Income Trust completed three transactions. Atlas acquired 14 additional public warehouse facilities and operating contracts to manage four additional facilities in the U.S. from CS Integrated, LLC for an aggregate cash consideration of $218 million.

The financing of the acquisition included both debt and equity. The equity component was financed through a bought deal public offering of 8.76 million trust units for gross proceeds in excess of $100 million (including the exercise, in full, of the underwriters’ over-allotment option to purchase an additional 1.143 million trust units, for gross proceeds of approximately $13 million, which closed on November 5, 2002), and a concurrent offering to two major stakeholders of Atlas of an aggregate of 1.04 million trust units, for gross proceeds of approximately $12 million. The public offering involved a syndicate of underwriters, which included BMO Nesbitt Burns Inc., Scotia Capital Inc., National Bank Financial Inc., RBC Dominion Securities Inc., TD Securities Inc., CIBC World Markets Inc. and HSBC Securities (Canada) Inc. The senior debt financing arranged in connection with this acquisition involved an expansion to the existing credit facilities to $306.5 million.

Aird & Berlis LLP acted as lead counsel to Atlas, with a team led by Edmund Smith, and including Martin Kovnats, Andy Ayotte, Barbara Worndl, Andrew Wilder, Lloyd Cornett, Maye Mouftah and Boris Muchalov. Felhaber, Larson, Fenlon & Vogt, P.A. in Minneapolis was U.S. counsel to Atlas on the acquisition and the debt facilities, with a team comprised of David Cremons, Mark Radke, Christopher Hayhoe, Randy Sparling and Thomas Hughes. CS Integrated was represented by Kirkland & Ellis in Chicago, with a team comprised of Gary Silverman and Daniel Gordon.

Davies Ward Phillips & Vineberg LLP acted for the underwriters on the bought deal, with a team comprised of Shawn McReynolds, Mindy Gilbert, Ronald Wilson and Siobhan Monaghan. Andrea Daly of DWPV acted for TD Capital Canadian Private Equity Partners, one of Atlas’s major stakeholders, in the concurrent offering and the Aird & Berlis team acted for the other stakeholder that is comprised of certain members of Atlas management.

McCarthy Tétrault LLP represented the senior lenders, led by TD Bank, in Canada, with a team comprised of Stephen Furlan, Sumit Soni and Barry Ryan. Agent’s counsel for the senior lenders in the U.S. was Mayer, Brown, Rowe and Maw, with a team comprised of Andrew Mattei, Gregory Ruback, Lori Philipson and Sandra Kim in New York.