Big Lots Acquires Liquidation World And Enters Into New Credit Facility

Big Lots, Inc. completed its previously announced purchase of all of the outstanding stock of Liquidation World Inc. by way of a plan of arrangement. This is the first expansion of Big Lots' retail operations outside of the United States where it has in excess of 1,400 stores in 48 US states.

Under the terms of the agreement, Big Lots acquired all outstanding shares of Liquidation World for six cents per share, or approximately $1.8 million, acquiring Liquidation World's 89 Canadian stores in the process. Big Lots estimates its ini-tial investment at $36 million, including payment for the acquisition of all outstanding shares, satisfying the debt of Liquidation World and normalizing the working capital needs of the business.

Big Lots was represented by internal counsel (General Counsel Charles Haubiel II and Deputy General Counsel Chad-wick Reynolds) and US counsel Vorys, Sater, Seymour and Pease LLP (Bruce Paige and Jay Vorys). McMillan LLP rep-resented Big Lots in Canada with a team that included Ted Scott (corporate); Sean Farrell and Stewart Ash (public markets and securities); Michael Templeton (tax); Richard Peters (Alberta corporate/public markets and securities); Adam Maerov (banking and restructuring) and Sharon Groom (trade-marks) and firm associates Stephen Genttner (corporate and public markets/securities); Michael Mulroy (employment); Marty Venalainen (corporate) and Jeff Levine (litigation).

Liquidation World was represented by its outside general counsel Aird & Berlis LLP. The Aird & Berlis team was lead by Martin Kovnats and included three members of its corporate finance group, Jeffrey Merk, Morli Shemesh and Nick Koutsoukis, as well as Barbara Worndl from the tax group. Sam Billard of the Aird & Berlis financial services team also assisted. As part of the process undertaken by Liquidation World to consider various scenarios for stakeholder enhance-ment various restructurings were contemplated which included the additional involvement of Steven Graff and Ian Aver-sa.

The board of directors of Liquidation World had formed a special committee to oversee the stakeholder value en-hancement process. The special committee was represented by Stikeman Elliott LLP with a team led by Dee Rajpal and Adam Kline. The Stikeman Elliott team in Calgary handled the court process for the Plan of Arrangement and was led by Keith Chatwin and Mike Mestinsek.

On July 22, 2011, Big Lots, Inc., its wholly owned subsidiaries, Big Lots Stores, Inc. and Big Lots Canada, Inc. (formerly, Liquidation World Inc.), as borrowers, and certain other subsidiaries, as guarantors, entered into a new US$700 million five-year unsecured credit facility (“2011 Credit Agreement”) with PNC Bank, National Association, as administrative agent, PNC Bank Canada Branch, as Canadian agent, and certain lenders. The 2011 Credit Agreement replaced the US$500 million three-year unsecured credit facility entered into on April 28, 2009 (“2009 Credit Agreement”). The proceeds of the 2011 Credit Agreement are available for general corporate purposes, working capital and to repay certain indebtedness, including amounts due under the 2009 Credit Agreement.

Vorys, Sater, Seymour and Pease LLP acted for the borrowers and the guarantors in the US, with a team that included Thomas Ruby, Travis Wahl and Robert Hayes. McMillan LP acted for the borrowers and the guarantors in Canada, with a team that included Ted Scott, Don Waters, Bindu Cudjoe and Stephen Genttner.

Thorp Reed & Armstrong, LLP acted for the agents and the lenders in the US, with a team that included Jill Sabo, Sean Girdwood, Stephen Mandel, Steven Hodaszy and Brian Trudgeon. Borden Ladner Gervais LLP acted for the agents and the lenders in Canada, with a team that included Howard Silverman, Ken Atlas, Glen Bowman and Bobby Wang.