Bracknell in Share Offer and Renegotiated Credit Agreement

Bracknell Corporation announced on March 10, 2000 a planned equity offering of $42 million of common shares. Bracknell has filed a preliminary short-term prospectus in Canada and is marketing the offer in the U.S. under Rule 144a. The offering was lead by RBC Dominion Securities Inc. and includes TD Securities Inc., CIBC World Markets Inc., Merrill Lynch Canada Inc., and Dundee Securities Corporation.

Torys acted for Bracknell with a team that included Phil Brown, Philip de L. Panet and Sarah Lerchs in Toronto and Andy Beck in the firm’s New York office. Carol Hansel and Paul Golding of Davies, Ward & Beck acted for the lead underwriters.

Bracknell Corporation will use the proceeds of the offering to pay a significant portion of its recently closed amended and restated senior credit agreement. The credit agreement was amended to, among other things, approve and allow for the acquisitions of the Sunbelt, Sylvan and Highlight groups of companies, reallocate Canadian and U.S. commitments and increase total commitments under various credit facilities to US$212.5 million. Bracknell’s senior lenders are a syndicate of U.S. and Canadian banks led by Royal Bank.

Peter Birkness of Torys acted for Bracknell on the credit agreement, with the assistance of Sarah Lerchs in Toronto and Andy Beck and Dan Conneen in the firm’s New York office. Ogilvy Renault in Toronto acted for the banks with a team that included Jim Riley, Julie Lane and Craig Johnston.