On December 31, 2004, Rockwater Capital Corp., a TSX-listed financial services firm, acquired KBSH Capital Management Inc., a Canadian investment management firm with approximately $6.2 billion in assets for pension, institutional and private clients.
Rockwater paid $32.5 million in cash and issued approximately 30.3 million Rockwater common shares, $21.75 million in preferred shares and $25 million in subordinate debt in consideration for all of the outstanding shares of KBSH. Rockwater financed the cash requirement of the transaction through bridge financing provided by a major Canadian chartered bank.
Rockwater was represented by corporate counsel Richard Wyruch, and by Cassels Brock & Blackwell LLP with a team composed of Stuart English, Craig Podrebarac and Emmet Connolly (business, M&A), Paul Stein (securities, M&A), Peter Dunne and Christine Vogelesang (securities and regulatory), Bruce Bell and Tilly Gray (financial services), Chris Norton (tax) and Sari Springer (labour and employment).
KBSH was represented by McCarthy Tétrault LLP with a team composed of Andrew Parker, David Woollcombe and Joan Beck (corporate finance, M&A), Sean Sadler (securities regulation), Gordon Baird, Sumit Soni and Anais Badour (financial services), John Yuan and Jerald Wortsman (tax) and Dan Black (employment).
On January 11, 2005, Rockwater subsequently repaid the bridge financing with the proceeds from a private placement of $35 million of senior unsecured convertible debentures. Caisse de dépôt et placement du Québec subscribed for $30 million of the debentures and members of senior management of Rockwater subscribed for $5 million of the debentures.
Rockwater was represented by corporate counsel Richard Wyruch, and Paul Stein and Alexandra Iliopoulos (securities) at Cassels Brock. The Caisse, acting through its director of legal affairs, Robert Côté, was represented by Fasken Martineau DuMoulin LLP with a team composed of Claude Gendron, Pierre-Yves Châtillon and Jocelyn Lafond.