ROW Entertainment Acquires Koch Entertainment

On June 1, 2005, ROW Entertainment Income Fund (ROW) completed the US$80 million acquisition of Koch Entertainment, a US-based independent record, music publishing and distribution company as well as an independent video label distributor, together with its Canadian assets. The transaction creates one of North American’s largest suppliers of pre-recorded music and videos for the home entertainment industry with combined revenues of approximately C$675 million. The transaction required the reorganization of certain business units of ROW to facilitate the maintenance of ROW as a Canadian business income trust with significant non-Canadian operations.

The transaction was funded in part from the proceeds of a C$70 million public offering of subscription receipts in Canada through a syndicate of underwriters co-led by CIBC World Markets Inc. and Scotia Capital Inc. that included National Bank Financial Inc., BMO Nesbitt Burns Inc. and TD Securities Inc., a private placement of US$20 million of units of the Fund to the sellers and from the proceeds of an amended, restated and increased C$83 million credit facility entered into with a Canadian chartered bank (the Bank).

ROW was represented by Aird & Berlis LLP in connection with the mergers and acquisition transaction, the offering and the credit facilities. The Aird & Berlis team was led by Martin Kovnats and included Peter Czegledy and Louis Amato-Gauci (M&A); Jaime McVicar and Jeffrey Merk (public offering); Margaret Nelligan and Kyler Wells (reorganization); Sam Billard, Doug Palmateer and Boris Muchalov (credit facilities); and Barb Worndl and Rob Martini (tax). Debevoise & Plimpton LLP was special US counsel to ROW in connection with the acquisition and cross border tax planning issues. The team at Debevoise was led by Peter Furci (tax) and included Ellen Lieberman (HSR); Greg Woods, Rebecca Wui and David Lurvey (credit facilities); Judi Church and Dagmar Schwartz (IP); Matthew O’Halloran (tax) and Purvi Shah Goor, Alan Cardenas and Adrian Lingaya (corporate).

The vendors were represented by Vinson & Elkins LLP in New York with a team led by Robert Seber that included Donnie Roark and Nathan Roth; and in Canada by Miller Thomson LLP in Toronto with a team led by Paul Brace that included Gerald Courage (tax), Elizabeth Hutchison (corporate) and Bob Stewart (securities).

The underwriters of the subscription receipt offering were represented by McCarthy Tétrault LLP with a team that included Ronald Schwass, Frank DeLuca and Arthur Einav (corporate/securities) and Jim Morand and Doug Cannon (tax). Robert Cassanos and K.C. Chiang of Fried, Frank, Harris, Shriver & Jacobson LLP provided US tax advice to the underwriters.

The Bank was represented by McMillan Binch Mendelsohn LLP with a team led by Peter Willis that included Andrew Kent and Kathy Martin (banking and finance).