On March 11, 2004, MAAX Inc. announced that it had concluded a definitive merger agreement with a group of investors comprised of J.W. Childs Equity Funding III, Inc., Borealis Private Equity Limited Partnership, Borealis (QLP) Private Equity Limited Partnership and Ontario Municipal Employees Retirement System Board pursuant to which as a result of an amalgamation the group would acquire all the shares of MAAX for an aggregate purchase price of approximately $640 million, including the assumption of existing indebtedness. The transaction closed on June 4, 2004.
Goldman Sachs Credit Partners LP, Merrill Lynch & Co. and Royal Bank of Canada arranged senior secured term loans in the amounts of C$130 million and US$115 million, and a senior secured revolving loan in the amount of C$50 million. Goldman Sachs & Co., Merrill Lynch & Co. and RBC Capital Markets Corp. were the initial purchasers of high yield debt financing in the amount of US$150 million, which were used to partially fund the acquisition.
The buying group was represented in Canada by Fasken Martineau DuMoulin, with a team that included Robert Paré, Daniel Picotte, Marie-Josée Neveu, Jocelyn Lafond, Diane Bertrand and Patricia Gagnon (M&A, securities and high yield financing), Alain Ranger and Thomas Copeland (tax), Lawrence Yelin and Chloé Archambault (secured financing), René Cadieux and Douglas New (competition and Investment Canada), Charles Kazaz (environment), Linda Facchin and Dominique Monet (employment), Lise Rochette (real estate) and Isabelle Jomphe (intellectual property). US counsel to the buying group was Kaye Scholer, with a team that included Stephen Koval, Marlo Salz and Hillary Jassey (M&A, securities and high yield financing), Ed Gabbay, Alan Glantz, Paul Robbins and Saboor AbdulJaami (secured financing), Laurie Abramowitz (tax), Arthur Woodard (employee benefits), John Miles (environment), Brandon Sklar (intellectual property) and Peter Danias (competition).
McInnes Cooper acted as Nova Scotia counsel to the buying group with a team that included Joseph Macdonald, Q.C., Barry Horne, Mike Simms and Karen Gardiner. Lawrence Chernin of Goodman and Carr acted as special counsel to OMERS and Borealis.
The independent committee of MAAX was represented by Borden Ladner Gervais, with a team that included Frank Allen, H. John Godber, André Dufour, Tammy Shulman, Sébastien Berthelet, Frédéric Chatel and Élise Renaud (M&A and securities), Stéphane Richer (real estate), Yves Dubois (environment), Lise Bertrand (intellectual property), François Longpré (employment), Vincent Frenette (secured financing), Elinore Richardson (tax) and Adam Fanaki (competition and Investment Canada). US counsel to the independent committee of MAAX was Morgan, Lewis & Bockius, with a team that included Harry Robins (competition).
The senior management of MAAX was represented by Stikeman Elliott, with a team that included André Roy and Jean Farley (corporate), Luc Bernier and Michel Legendre (tax) and Hélène Bussières (employment).
Goldman Sachs, Merrill Lynch and Royal Bank, as arrangers of the secured bank financing and initial purchasers of the high yield debt offering, were represented in the US by Cahill Gordon & Reindel, with a team that included Susanna Suh, Craig Horowitz, Jonathan Frankel, Alex Zeltser, James Wallick, Erica Swanson and Jonathan DeSantis.
The lenders and initial purchasers were represented in Canada by Torys, with a team that included Adam Delean and Natasha De Cicco (financing), Kevin Morris and Michael Amm (securities), Corrado Cardarelli and Ron Nobrega (tax) and David Dell (real estate); and by Quebec counsel Osler, Hoskin & Harcourt, with a team that included Constantine Troulis (secured financing), Ward Sellers and François Janson (securities) and Myriam Sarrazin (real estate).