Entertainment One Completes Refinancing and Acquires Alliance Films

Entertainment One Ltd. (“eOne”) completed the acquisition of all of the issued and outstanding shares of Alliance Films Holdings Inc. (“Alliance”) for $225 million. The completion of the transaction follows clearance by the Canadian Competition Bureau.

eOne is a leading international entertainment company that specializes in the acquisition, production and distribution of film and television content. Through established Entertainment and Distribution divisions, eOne provides extensive expertise in film distribution, television and music production, family programming and merchandising and licensing. As a result of its acquisition of Alliance, eOne has become the largest independent film distributor in both the Canadian and UK markets.

eOne was represented in Canada by Osler, Hoskin & Harcourt LLP with a team comprising Mark Trachuk, David Vernon, Rosalind Hunter and Alex Gorka (corporate); Peter Glossop, Shuli Rodal and Kaeleigh Kuzma (competition); Sven Poysa and Rebecca Reasner (employment) and Richard Borins and Danielle Boyd (financial services). eOne was represented in the United Kingdom and the United States by Mayer Brown International LLP with a team comprising Robert Hamill, Kate Ball-Dodd, Rebecca Bothamley, Frances Hull and Rosemary Hewitt. eOne was also advised by Deloitte & Touche LLP.

Alliance and its owners, affiliates of The Goldman Sachs Group, Inc. and Investissement Québec, were represented by Alliance's General Counsel, Amy Paquette and Spyro Markesinis, VP Business and Legal Affairs (Europe); Chris Machera at Goldman Sachs and Bertrand Thibert at Investissement Québec; and external counsel Torys LLP with a team that included David Chaikof, Glen Johnson, Paul Budovitch and Jonathan Cescon (corporate); Andrew Wong and Corrado Cardarelli (tax); Omar Wakil and Rory McGillis (competition) and Tom Zverina (financial services). Alliance's financial advisor was BMO Capital Markets.

The acquisition was financed through a US$300 million senior revolving term loan from a syndicate of lenders led by JPMorgan Chase Bank N.A. This is the second significant financing arrangement in the entertainment industry in the last six months; the first being the $800 million refinancing for Lionsgate Entertainment that was completed in September 2012.

JPMorgan Chase Bank was represented in Canada by Fraser Milner Casgrain LLP with a team comprising Barbara Farina, Maria Pavelis, Heidi Clark, Jennifer Dezell, Colin Yeo and Joey Mastrogiuseppe; in the United States by Morgan, Lewis & Bockius LLP with a team comprising Michael Chapnick, Darryl Pinsker, Michael Benz and Lipi Shah; and in the United Kingdom by Baker & McKenzie LLP with a team led by Frances Okosi (finance).