VSA Completes IPO

On December 10, 2003, South Carolina-based Volume Services America Holdings, Inc. (VSA), completed an initial public offering through an underwriting of 18,463,995 income deposit securities (IDS) for total proceeds of $276,959,925 (at $15 per IDS), including the exercise of the underwriters’ over allotment option, which closed on December 16. Each IDS consists of one share of common stock and a 13.5 per cent subordinated note of the issuer with $5.70 principal amount. This security targets to pay monthly an annualized return of approximately 10.5 per cent. The offering was conducted simultaneously in Canada and in the US.

CIBC World Markets Inc. acted as lead manager and sole bookrunner, and the underwriting syndicate included UBS Securities LLC, RBC Dominion Securities Inc., McDonald Investments Inc., BMO Nesbitt Burns Inc., Robert W. Baird & Co. Inc., TD Securities Inc., (US Bancorp) Piper Jaffray Inc., Wells Fargo Securities, LLC and Morgan Joseph & Co. Inc.

VSA was represented in-house by Janet Steinmayer, executive vice-president, general counsel and secretary; in Canada by Torys LLP, with a team that included James Scarlett, Kevin Morris, Jennifer Soward and Josée Guibord-Lepage (corporate and securities) and Corrado Cardarelli and Ann Marie McGovern (tax); and by Gowling Lafleur Henderson LLP, with a team that included Frances Macklin and Paul Harricks in Toronto, Brian Mainwaring in Calgary, Pierre Lissoir and David Kierans in Montreal and Brett Kagetsu in Vancouver; and in the US by Simpson Thacher & Bartlett LLP in New York, with a team that included Risë Norman, Michael Coke, Nicol DeCarli and Benjamin Langille (corporate and securities) and Dickson Brown, Gary Mandel, Jonathan Cantor and Sonita Bennitt (tax).

CIBC World Markets was represented by in-house counsel Tony Molestina, Robert Richardson and Jennifer Aranoff. The underwriters were represented in Canada by McCarthy Tétrault LLP, with a team that included Christopher Hoffmann, Ronald Schwass and Roger Chouinard (corporate and securities) and James Morand and Jerald Wortsman (tax); and in the US by Skadden, Arps, Slate, Meagher & Flom LLP in New York, with a team that included David Goldschmidt, Joshua Goldstein and Doron Loewinger (corporate and securities), Charles Morgan and Romina Weiss (tax) and Youngjoon Park (corporate finance).