Second Cuup Royalty Income Fund Completes IPO

Second Cup Royalty Income Fund completed its initial public offering of units on December 2, 2004, raising gross proceeds of over $81 million. A total of 8,145,346 units were offered to the public at $10 per unit.

The Fund is one of Canada’s newest royalty trusts, established to indirectly hold the Canadian trademarks and other intellectual property rights used by the Second Cup Ltd. in connection with the operation of Second Cup-branded cafés in Canada. Pursuant to license arrangements with Second Cup, the Fund receives, indirectly, a royalty based on system sales generated by 351 Second Cup cafés in Canada.

The Fund’s initial public offering was co-led by Scotia Capital Inc. and BMO Nesbitt Burns Inc., with the underwriting syndicate also including CIBC World Markets Inc. and TD Securities Inc.
The Bank of Nova Scotia acted as agent for a syndicate of lenders that had extended credit facilities to Cara Operations Ltd., the promoter of the Fund and the parent of Second Cup. Cara used the proceeds received by it indirectly in connection with the completion of the Fund’s initial public offering to reduce indebtedness under those credit facilities and related notes. The Bank also provided certain loans to a subsidiary of the Fund in connection with the offering.

Cara was represented by Ian C. Wilkie, senior vice-president, general counsel and secretary, and Leslie White, legal counsel. Assisting them was a team from Osler, Hoskin & Harcourt LLP (which also acted as counsel to the Fund and Second Cup) including Jean Fraser, Mark Trachuk, Chris Murray, Desmond Lee, Andrew Scipio del Campo, Jaime Larry and Mark Hogan (corporate), Jack Silverson (tax), Laurie Barrett, Susan Paré, Amrit Sidhu and Joyce Bernasek (financial services), Kelly Moffatt and Andraya Frith (intellectual property), Adrian Hartog and Jack Cook (commercial property), Allan Wells (labour), Douglas Rienzo (pension and benefits) and Carole Larose (translation).

The underwriters were represented by Stikeman Elliott LLP with a team that included Marvin Yontef, Joel Binder, Amanda Linett, Michael Uster and Litza Smirnakis (corporate), John Lorito (tax) and Craig Mitchell (banking).

The Bank of Nova Scotia was represented by Borden Ladner Gervais LLP with a team that included Bruce Fowler, Gus Karantzoulis and Jeffrey Ellis (financial services), and Ziad Katul (intellectual property).