Torquest Partners Fund II Acquires Herbal Magic

On October 27, 2006, Torquest Partners Fund II, L.P., Torquest's co-investors and Herbal Magic's management completed the acquisition of Herbal Magic ULC, a weight-loss program with 330 franchises throughout Ontario and other provinces from Trivest Partners, L.P.

Acquisition financing was provided to the purchaser by a syndicate of senior lenders, comprised of Bank of Montreal, The Bank of Nova Scotia and The Toronto-Dominion Bank, with The Toronto-Dominion Bank acting as administrative agent and co-lead arranger, and by a syndicate of subordinated lenders comprised of TD Capital Mezzanine Partners (QLP) L.P., TD Capital Mezzanine Partners (Parallel) L.P. and The Toronto-Dominion Bank with TD Capital Mezzanine Partners Management Ltd., as agent. The senior lenders were represented by McCarthy Tétrault LLP by a team led by Joel Scoler that included Gordon Baird, Justin Lapedus, Ana Badour, Natali Alonso and Francois Dupuis. The subordinated lenders were represented by Adam Delean, Tom Zverina, Natasha De Cicco, and Nadine Rockman of Torys LLP and the senior and subordinated lenders were represented by David Feindel of McInnes Cooper for Nova Scotia matters.

Torquest Partners Fund II, L.P. was represented by Stikeman Elliott LLP, with a team led by Rod Barrett and Nathalie Mercure that included Wendy Yu, Puneet Soni (corporate), Craig Mitchell, Marie Garneau, Kelly Niebergall, Erin Zipes and Jeremy Ehrlich (banking), Justine Whitehead (IP/trademark), Nancy Ramalho (labour and employment), Sandy Walker (competition), and Ruth Horn (real estate), and by Charles Reagh of Stewart McKelvey for Nova Scotia matters.

Trivest Partners L.P. and Herbal Magic ULC were represented by David Gershman, Trivest's general counsel, and by Blake, Cassels and Graydon LLP with a team led by Graham Smith that included Cheryl Satin, Kurt Sarno, Allan Ashford (corporate), Jeffrey Trossman, Bryan Bailey (tax), Brian Facey, Julie Soloway (competition), Gary Daniel (IP), Peter Viitre (franchising), Brad Berg (litigation), Connie Reeve (labour and employment) and Laura Weinrib (health), and by Barry Horne of McInnes Cooper for Nova Scotia matters.

Management shareholders were represented by Fogler, Rubinoff LLP by a team led by I. William Berger that included Craig Shaw, Ian MacInnis, David Oliver, and Pinar Ozyetis.