High Liner Foods Incorporated, one of North America's largest processors and marketers of prepared frozen seafood, completed the acquisition of Icelandic Group's US and Asian operations for the aggregate sum of US$232,700,000. The transaction closed on December 19, 2011.
Goodwin Procter LLP was High Liner Foods Incorporated's counsel for the acquisition with a deal team led by David Dietz and Andrew Goodman, that included Franklin Logan, Dan Beauregard and Vladimir Jeune (corporate); Greg Bibler and Nathan (environmental); Bob O'Connell and Achal Oza (intellectual property); Rob Hale and Dan Doron (employment law); Kris Wardwell and Jim Mattus (ERISA); Bob Kester and Sarah Fritsch (tax) and Eric Labbe (real property); Chris Holding, Todd Hahn and Kirby Lewis (antitrust) and Kathryn Alessi Lundwall (contractual remedies). In addition, the following firms provided advice on select foreign law matters: Lex Law Offices in Reykjavik, Iceland; Fangda Partners in Beijing, China; Tilleke & Gibbins in Bangkok, Thailand; and Stewart McKelvey in Halifax, Nova Scotia.
Also on December 19, 2011, as part of the leveraged acquisition, High Liner Foods Incorporated, High Liner Foods (USA) Incorporated and ISF (USA), LLC (fka Icelandic USA, Inc.) entered into second amended and restated senior secured Canadian and US Asset-Based revolving credit facilities in the principal amount of US$180,000,000 with Royal Bank of Canada as Administrative and Collateral Agent. The revolving credit facility is secured in a first priority position by certain assets of the borrowers with a second priority position on such other assets (namely those securing the term loan).
High Liner Foods Incorporated also entered into a US$250,000,000 senior secured Term Loan credit facility with an uncommitted incremental facility of up to $35,000,000 with RBC Capital Markets and BMO Capital Markets as Joint Lead Arrangers, RBC Capital Markets as the syndication agent and Royal Bank of Canada, as the Administrative and Collateral Agent. The term credit facility is secured in a first priority position by certain assets of the borrower with a second priority position on such other assets (namely those securing the revolver).
On the acquisition financing, High Liner was represented in Canada by Stewart McKelvey with a team consisting of Maurice Chiasson, QC, Sadira Jan, Andrew Burke, Marc Reardon and Stephanie Myles; and in the United States by Goodwin Procter LLP with a team consisting of Q. Scott Kaye, Jessica Gill and Mitchell Laufer, with the assistance of the acquisition team members cited above.
Royal Bank of Canada was represented in Canada by Norton Rose OR LLP (now Norton Rose Canada LLP) with a team consisting of Kevin Morley, David Amato, Serge Levy, Pascal Rodier and Sandro Muzzo; and in the United States by Paul Hastings LLP with a team led by Leveraged Finance partner Michael Baker and of counsel Randal Palach, that included Laurice Thrasher, Shekhar Kumar and Felicia Yen.