Parmalat Canada Completes Refinancing with OTPP

On July 12, 2004, Parmalat Dairy & Bakery Inc. (PDBI) completed a $610 million refinancing with the Ontario Teachers’ Pension Plan (OTPP). The proceeds of the financing were used by PDBI to repay certain existing indebtedness, including PDBI’s senior notes, with the balance of funds being available for general business and operating purposes for the Canadian operations.

PDBI was represented in-house by Peter Ferraro, senior vice-president and general counsel, Marc Fust, senior legal counsel and Tony Cugliari, legal counsel; by Osler, Hoskin & Harcourt, with a team that consisted of Linda Robinson, Michael Davies, Richard Pratt, Leonid Gorelik, Randall Pratt, Katy Waugh, Rod Davidge, Susan Paré, Tracy Rotstein, David Strong, Al Meghji, David Tetreault, Manjit Singh, Edward Sellers, Natasha MacParland, Joseph Steiner, Jeremy Dacks and Shelley Obal; by US counsel Weil, Gotshal & Manges, with a team led by Gary Holtzer and Ted Waksman; and by Italian counsel Gianni, Origoni, Grippo & Partners, with a team that included Francesco Gianni, Marco Passalacqua and David Turco. Ben Babcock, Art Chipman, Aizaz Haque and Pier-Olivier Calestagne of Lazard acted as financial advisor to PDBI on the financing.

The OTPP was represented in-house by Michael Padfield, senior legal counsel; by Goodmans, with a team that consisted of Celia Rhea, Rob Chadwick, David Sherman, Joe Pasquariello, Cathy Costa, Derek Bulas and Victor Liu (corporate), Carrie Smit (tax), Ken Herlin, Jeff Shore and David Goldstein (real estate), Amalia Trister (intellectual property), Joe Morrison (labour), Suzy Kauffman (litigation), Katie Lyons (environmental) and Susan Zimmerman (opinions); and Allen & Overy, who acted for the OTPP outside of Canada, with a team that included US counsel Peter Harwich (corporate), Tom Abbondante and Adrian Stewart (banking), Ken Coleman (bankruptcy) and Henry Morgenbesser (ERISA, pensions), as well as Italian counsel Matteo Mancinelli and Hungarian counsel Gabor Borbely.

The senior noteholders were represented by Bennett Jones, with a team that included S. Richard Orzy, Kevin Zych, Donna Parish, Stephen Bowman, John Owen, Marty Kay, Q.C., Mark Laugesen, Rob Staley and Raj Sahni; and by Debevoise & Plimpton, with a team that included Peter Borowitz, Katherine Ashton, My Chi To, Yeun-Joo Lee, Lynnise Phillips, Burt Rosen and Alan Davies. Bill Derrough and Tim O’Connor of Jeffries & Co. led a team acting as financial advisor to the noteholders.