Investment Group Acquires dick clark productions

On July 26, 2002, a group of investors led by Capital Communications CDPQ Inc., a subsidiary of Caisse de dépôt et placement du Québec, and including Mosaic Media Group and The Claridge/Andell Group (a group of investment companies representing the interests of Stephen Bronfman, Andrew Hauptman and Ellen Bronfman Hauptman) acquired all of the outstanding shares of dick clark productions, inc. for US$140 million.

In addition to the equity contributions of the investment group, the transaction was financed by a US$25 million senior credit facility with JPMorgan Chase Bank as administrative agent, a US$15 million senior subordinated credit facility (which includes share purchase warrants) with MCG Capital Corporation as administrative agent and a US$6.5 million bridge credit facility provided by certain members of the investment group as lenders supported by the restaurant assets of dick clark restaurants, inc. and its affiliates.

The investor group was represented by Stikeman Elliott, with a team comprised of Sidney Horn, Howard Rosenoff, Serge Tousignant and Natalie Gosselin (corporate), Guy Masson and Roanne Bratz (tax), along with Capital Communications CDPQ’s director, legal affairs, Robert Côté, and by Skadden, Arps, Slate, Meagher & Flom LLP with a team led by Jerome Coben, Joe Giunta, Jonathan Friedman and David Reamer, and Garrison DeLee, Joshua Clorfeine and Timothy Tree (corporate), Michael Lawson and Daryl Hall (executive compensation), Eric Waxman (litigation) and Ken Betts (tax). The Claridge/Andell Group was represented by Davies Ward Phillips & Vineberg LLP, with a team including Hillel Rosen, Brian Salpeter and Marc Berger in New York, assisting on U.S. matters.

Martin Weisberg, Lawrence Swift and Peter Noyes of Jenkens & Gilchrest Parker Chapin LLP in New York represented dick clark productions. Solomon Friedman of Moses & Singer LLP in New York represented the special committee of the board of directors of dick clark productions.

Morgan, Lewis & Bockius LLP acted for JPMorgan Chase Bank, with a team led by Richard Petretti and Justin Wertman, and including Scott Jaffee and Amy Weinstein. Malcolm Farmer, III, and Brian Haskell of Hinckley, Allen & Snyder LLP acted for MCG Capital Corporation.