Caxton-Iseman Capital Acquires KCP Income Fund

An acquisition vehicle organized by Caxton-Iseman Capital, Inc. completed the acquisition on May 24, 2007 of all the assets of KCP Income Fund (the Fund) for $804 million. Caxton-Iseman is a New York-based private equity firm and KCP Income Fund, parent of KIK Custom Products, is one of North America's largest custom manufacturers of consumer products in the laundry, household cleaners, personal care, over-the-counter medication and pharmaceutical categories.

Upon completion of the acquisition, the units of KCP were redeemed for $10 per unit in cash. KCP and its subsidiary, KIK Acquisition Company (KIK) redeemed KIK's 6.50 per cent Exchangeable Unsecured Subordinated Debentures, in accordance with amendments to the provisions of the Trust Indenture at a redemption price of 100 per cent of the principal amount thereof. This transaction resulted from a strategic process initiated by KCP's board of trustees to identify and consider strategic alternatives available to the Fund to enhance unitholder value. J.P. Morgan Securities Inc., Credit Suisse and UBS provided debt financing for the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Caxton-Iseman in the US with a team that included Eric Goodison, Carl Reisner, Edward Ackerman, Manuel Frey, Denny Kwon, Gary Li, Emily Malone, Rati Ranga and Daniel Sobol (corporate); Richard Bronstein and Faye Kravetz (tax); Robert Fleder, Reuven Falik, Erin Murphy and Lauren Voss (employee benefits); Harris Freidus and Jesse Meltzer (real estate); Charles Googe and Lindsay Silber (intellectual property); and William O'Brien (environmental); and in Canada by Blake, Cassels and Graydon LLP with a team that included Michael Gans, Mark Adkins, Jamie Koumanakos, Elizabeth Sale and Erin Pelletier (corporate/M&A); Leslie Morgan, Paul Tamaki, Jeff Shafer and Allan Gelkopf (tax); Ian Binnie (financial services); Jonathan Kahn and Michael Mercer (environmental); Jeff Sommers and Valerie Arthurs (pensions and benefits); Holly Reid (labour); Silvana D'Alimonte and Lauren Temple (real estate); and Tony Prenol (IP). McInnes Cooper assisted Blakes with the Nova Scotia aspects of the transaction with a team that included Joe Macdonald and Karen Gardiner.

Stikeman Elliott LLP represented the lender Credit Suisse in connection with the financing with a team that included Jeffrey Singer and Lewis Smith (corporate).

Goodmans LLP represented the Fund with a team that included Stephen Halperin, Neill May, Meredith Roth, Brenda Gosselin and Peter Hawkings (corporate/M&A); Carrie Smit and Stacey Long (tax) and Mark Surchin (banking). Heenan Blaikie LLP represented the Fund's special committee with a team that included Jeff Barnes and Sonia Yung.