Mullen Group Income Fund Completes $850M Conversion to Corporation

On May 1, 2009, Mullen Group Income Fund and Mullen Group Ltd. completed the conversion of the fund to a corporation pursuant to a plan of arrangement for an approximated total value of $850 million.

Mullen Group also completed a convertible subordinated debenture offering by way of private placement in the amount of $125 million aggregate principal amount of 10 per cent convertible subordinated debentures at a price of $1,000 per debenture. The proceeds of the offering will be used for working capital and for general corporate purposes. Fairfax Financial Holdings Ltd. and/or affiliates subscribed for $65 million and insiders and employees of Mullen Group subscribed for approximately $17 million of debentures. Through a syndicate of agents led by TD Securities Inc., the fund issued $43 million of debentures to accredited investors.

Mullen Group is recognized as the largest provider of specialized transportation and related services to the oil and natural gas industry in western Canada and as one of the leading suppliers of trucking and logistics services in Canada.

Mullen Group was represented by Burnet, Duckworth & Palmer LLP with a team that included Grant Zawalsky, Alyson Goldman, Lindsay Cox, and Kent Breedlove (securities); Patricia Fehr and Nicole Cramer (banking); Carolyn Wright (energy); Jeff Fortin and Kirk Lamb (tax); and Daniel McDonald (litigation).

The agents and Fairfax were represented by Torys LLP with a team that included David Chaikof, Philip Mohtadi, Andrea Chafe and Andrew Beck (securities); Nadine Rockman and Amanda Balasubramanian (banking); and Corrado Cardarelli and Richard Johnson (tax).

The institutional noteholders were represented by Macleod Dixon LLP with a team that included Howard MacKichan and Danielle Graham. Michael Wylie and Jenine Mak of Macleod Dixon acted for the bank lender.