Uni-Select Acquires Finishmaster for Approximately US$210M

On January 11, 2011, Uni-Select Inc. acquired FinishMaster, Inc., the largest independent distributor of automotive paints, coatings and related accessories in the US, for a purchase price of approximately US$210 million, including the assumption of an estimated net debt of US$45 million (the “Acquisition”).

As financing for part of the purchase price, Uni-Select Inc. completed a prospectus offering (the “Offering”) of a combination of subscription receipts and extendible convertible unsecured subordinated debentures for aggregate gross proceeds of $103,525,875 (the “Offering”), including an over-allotment option exercised in full by the underwriters of the Offering. The Offering, which was completed on January 6, 2011, was underwritten by a syndicate of underwriters led by National Bank Financial Inc. that included RBC Dominion Securities Inc., TD Securities Inc., BMO Nesbitt Burns Inc., Desjardins Securities Inc., GMP Securities L.P. and Laurentian Bank Securities Inc. (the “Underwriters”).

The remainder of the purchase price was financed by a new US$200 million operating credit facility and US$200 million term facility (the “Debt Financing”) granted by a syndicate of lenders led by National Bank Financial Inc. (the “Lenders”). The Debt Financing closed on January 10, 2011.

Uni-Select was represented by its team of in-house counsel, which included Pierre Chesnay, Louis Juneau and Patrizia Marino and was assisted by McCarthy Tétrault LLP in the Acquisition (as Canadian counsel), the Offering and the Debt Financing with a team that was led by Patrick Boucher and included Fraser Bourne and Charles Flicker (corporate and securities); Mathieu Dubord (banking) and Ylang Ha (tax). Uni-Select's US counsel with respect to the Acquisition was Faegre & Benson LLP, with a team led by Peter Ekberg and David Vander Haar, that included Daniel Amen, Catherine Verschelden and Bree Peterson.

FinishMaster was represented by Barnes & Thornburg LLP.

The Lenders and the Underwriters were advised by Stikeman Elliott LLP with a team that included Sterling Dietze, Howard Rosenoff, Ma Ry Tran and Lana Rabinovitch (banking); Steeve Robitaille, Maxime Turcotte, Jean-François Laroche and David Tardif (corporate and securities) and Franco Gadoury and Christine Bergeron (tax).