C International Income Fund (formerly Cinram International Income Fund, together with its subsidiaries, the “Fund”) completed the sale of substantially all of the Fund's assets and businesses in the United States and Canada to newly formed affiliate of Najafi Companies (“Najafi”). The transaction was implemented as a sale proceeding under the Companies' Creditors Arrangement Act (CCAA) (with recognition proceedings commenced under Chapter 15 of the United States Bankruptcy Code), and was a result of the Fund's implementation of a review of strategic alternatives in September, 2011.
Under the transaction, Najafi purchased substantially all of the assets used in the Fund's core businesses of the manufacture of pre-recorded multimedia products and the provision of related logistics services, digital media solutions and outsourced vendor management inventory services in North America. The Fund expects to complete the previously announced sale of substantially all of its European assets and businesses to affiliates of Najafi in the fourth quarter of 2012. The new organization will continue to be known and conduct business as “Cinram.” The Fund has retained ownership of certain assets, including the assets used in the Fund's telecommunications products logistics services and certain real estate assets. As previously announced, the proceeds of the sale transaction will be used to repay Cinram's senior creditors (and will not be available for distribution to unit holders).
The Fund was represented in Canada by Goodmans LLP with a team that included Neill May, Michelle Vigod, Ryan Szainwald and Lyndsay Hatlelid (corporate/M&A); Rob Chadwick, Melaney Wagner, Caroline Descours and Derek Bulas (restructuring); Carrie Smit (tax); Joel Schachter (Investment Canada); Amalia Berg Trister (IP) and Ken Herlin (real estate); and in the US by Shearman & Sterling LLP with a team that included Douglas Bartner, Jill Frizzley, Robert Britton, Richard Facundo and Leticia Olivera (restructuring) and Doreen Lilienfeld (employee compensation & employee benefits).
The Najafi Companies were represented in Canada by Davies Ward Phillips & Vineberg LLP with a team that included Jay Swartz, Richard Elliott, Gabriella Lombardi, Paul Lamarre and Dino Massimi; and in the US by Ballard Spahr LLP with a team that included Karen McConnell and Kurt Donnell (corporate/M&A).
JP Morgan Chase N.A., the Administrative Agent was represented in Canada by Blake, Cassels & Graydon LLP with a team that included Milly Chow, Steven Weisz and Katherine McEachern (restructuring); Michael Harquail and George Yannopoulos (banking) and Silvana D'Alimonte and Larry Winton (real estate); and in the US by Wachtell, Lipton, Rosen & Katz LLP with a team that included Richard Mason, Joshua Feltman, Lauren Cooper and Corinne Musa (restructuring/finance). Zolfo Cooper, LLC was the financial advisor to the Administrative Agent.
FTI Consulting Canada Inc. is the Court-appointed Monitor of C International Income Fund and various subsidiaries with a team led by Paul Bishop, Senior Managing Director and including Steven Bissell, Managing Director and Pamela Luthra, Director. Stikeman Elliott LLP acted as counsel to the Court-appointed Monitor with a team led by David Byers (litigation & insolvency); and including Daphne MacKenzie (corporate restructuring); Maria Konyukhova (insolvency) and Sumbul Ali (corporate).