On June 16, 2006, GMP Capital Trust announced that it had entered into a binding agreement to acquire EdgeStone Capital Partners, L.P., the manager of the EdgeStone group of funds, together with a portion of the carried interest entitlements in EdgeStone's funds for $62 million in cash and 4.02 million exchangeable limited partnership units of Griffiths McBurney L.P., a subsidiary entity of GMP Capital Trust. Each of the exchangeable units is exchangeable into units of GMP Capital Trust on a one-for-one basis.
EdgeStone is one of Canada's leading private equity firms. Based on the closing price of the units of GMP Capital Trust on June 15, 2006, the deal is valued at approximately $155.4 million. The transaction closed on July 4, 2006.
In connection with the transaction, GMP Capital Trust was represented by Fasken Martineau DuMoulin LLP with a team led by Craig Brown that consisted of Alfred Apps, Sean Stevens, Lisa Marcuzzi, Kevin Clinton, Geoff Clarke, Karoline Kralka, Krisztian Toth, Dan Rankin, Dan Fabiano and Ben Lee (corporate/mergers and acquisitions); Mitchell Thaw (tax); Patrick Gannon (employment and benefits); May Cheng (IP) and Steve Blimkie (real estate). Dorsey & Whitney LLP acted for GMP with respect to US law matters with a team that consisted of Bruce Mackenzie, Peter Bado and Erik Nelson. Jon Northup, Carrie Smit and Francesca Guolo of Goodmans LLP acted as special counsel to GMP with respect to tax and regulatory matters.
EdgeStone was represented by Sandra Cowan, executive vice-president and general counsel, and Leslie Giller, vice-president, legal, and by a team from Davies Ward Phillips & Vineberg LLP that consisted of Jay Swartz, Sarbjit Basra, Patrick Moyer, Jennifer Grossklaus, Christopher Anderson, Paul Budovitch and Matthew Hawkins (corporate) and Ian Crosbie and Duncan Osborne (tax).