Royal LePage Franchise Services Fund Closes IPO

On August 7, 2003, Royal LePage Franchise Services Fund, an open-ended, limited purpose trust, completed its initial public offering of 9.983 million units at $10 per unit for gross proceeds of $99.83 million. Part of the proceeds of the offering were used to acquire from Trilon Bancorp Inc., a subsidiary of Brascan Financial Corporation, the business of acting as franchisor to persons in the business of providing residential property brokerage services using certain trademarks, including Royal LePage. The offering was made through a syndicate of underwriters led by CIBC World Markets Inc. and RBC Capital Markets Inc., and including Trilon Securities Corporation, BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc. and Desjardins Securities Inc.

Part of the acquisition from Trilon was financed by a term loan of $30.6 million. Royal Bank of Canada acted as administrative agent on behalf of itself and Canadian Imperial Bank of Commerce in connection with this term loan, as well as in connection with a $2 million revolving credit facility provided to the fund.

Trilon and the fund were represented in-house by Max Cohen, vice-president and general counsel, Brascan Business Services; by Goodman and Carr LLP with a team that included Lawrence Chernin, Fraser McDonald, Linda Misetich, Ramandeep Grewal and Peter Laflamme (corporate/securities) and Bernard Morris and Peter Jovicic (tax); and by Wendy Noss (intellectual property) of Sim, Hughes, Ashton & McKay in Toronto. The underwriters were represented by Torys LLP, with a team that included Jamie Scarlett, Phil Mohtadi, Stéphane Fournier and Sonia Keshwar (corporate/securities) and Corrado Cardarelli and Tim Rorabeck and Ann Marie McGovern (tax).

In connection with the credit facilities, the fund was represented by Barry Tarshis, Andrew Biderman and Vanessa Yeung of Goodman and Carr. The lenders were represented by Michael Matheson, Nicole Sigouin, Ulana Pahuta-Hutzul and Rosella Santilli of Ogilvy Renault.