DHX Media Ltd. (“DHX”), an independent supplier and distributor of television and film productions, completed its acquisition of the business of Cookie Jar Entertainment Inc. (“Cookie Jar”), an independent entertainment and consumer products company. Pursuant to a share purchase agreement, DHX acquired all of the issued and outstanding shares of a newly formed company holding the assets and select liabilities comprising Cookie Jar's business for consideration consisting of approximately 36 million common shares of DHX, cash of $5 million, and the assumption of $65.5 million of Cookie Jar's existing debt (implying an enterprise value of $111 million). The acquisition created the world's largest independent library of children's entertainment content and a global leader in television production and distribution, interactive content and entertainment licensing.
Concurrently with the closing of the acquisition, DHX entered into a new $70 million syndicated senior secured credit facility arranged and agented by RBC Capital Markets/Royal Bank of Canada, consisting of a term loan credit facility in the aggregate amount of $50 million and a revolving loan credit facility in the aggregate amount of up to $20 million.
DHX was represented by Mark Gosine, Executive Vice President, Legal Affairs, General Counsel and Corporate Secretary; by Stewart McKelvey with a team including James Dickson, Richard Hirsch, Christine Pound, Gavin Stuttard, Rob Aske, Sadira Jan, Burtley Francis and Trevor MacDonald; and in Ontario and British Columbia by Fasken Martineau DuMoulin LLP with a team including John Torrey, David Ferris, Dev Singh and Andrew Jackson.
Cookie Jar was represented in-house by Carrie Dumont, Senior Vice President Business & Legal Affairs; and Stacey Mitsopulos, VP Business & Legal Affairs. Birch Hill Equity Partners (“Birch Hill”), Cookie Jar's largest shareholder, was represented in-house by Lori Evans, General Counsel. Cookie Jar and Birch Hill were also represented by Goodmans LLP with a team comprising Lawrence Chernin, Michael Partridge, Brian Savage and Victoria Petherbridge.
RBC was represented by Osler, Hoskin & Harcourt LLP with a team consisting of Dale Seymour, Richie Borins, Scott Cooper, Rachel Manno and Ryan Therrien in Toronto, and Andrew Herr, Wela Quan and Nathan Whitaker in New York City.