Mosaic Capital completion of $277.3 million all-cash transaction

Industry: Financial Services - Venture capital & private equity

On Aug. 5, 2021, Mosaic Capital Corporation (“Mosaic”) completed its sale to 2356430 Alberta Inc. (the “Purchaser”), a newly formed private company owned by an entity controlled by Fairfax Financial Holdings Limited and MCC Holdings Ltd. Implemented through a statutory plan of arrangement under the Business Corporations Act (Alberta), the Purchaser acquired all of Mosaic’s outstanding common shares for $5.50 per share and all of its outstanding convertible unsecured subordinated debentures for a consideration of $1,000 plus accrued and unpaid interest for each $1,000 principal amount, in an all-cash transaction valued at approximately $277.3 million, inclusive of debt. As part of the transaction, ATB Financial refinanced certain outstanding indebtedness of Mosaic.

Mosaic’s common shares and debentures were each delisted from the TSX Venture Exchange effective as of the close of trading on Aug. 5.

Farris LLP represented Mosaic with a team led by
Brian Canfield,
and which included
Ron Murray,
Daniel Everall,
Kurtis Harms (corporate/M&A);
Teresa Tomchak (litigation);
David Selley (competition);
Mark Chu (tax).

Torys LLP acted as legal counsel to Fairfax Financial Holdings Limited with a team led by David Chaikof,
Janan Paskaran,
and which included
Kate Stevens,
Sarah Magee (corporate/M&A);
David Kolesar (banking);
Gino Bruni (litigation);
Omar Wakil (competition);
John Tobin,
Benjamin Mann (tax).

Fillmore Riley LLP acted as legal counsel to MCC Holdings Ltd. and the Purchaser with a team led by
Wes Burrows,
and which included
Cole Southall,
Donald Baker.

Fasken Martineau DuMoulin LLP acted as legal counsel to ATB Financial with a team led by
Scott Sangster,
and which included
Ali Memon.