Arctic Glacier Income Fund (“AGIF”), the owner of North America's second largest packaged ice producer and distributor, announced that it had completed sale of its business to an affiliate of H.I.G. Capital, LLC (“H.I.G. Capital”), a leading global private equity investment firm. The transaction was completed pursuant to the Companies' Creditors Arrangement Act (Canada) (“CCAA”) and the U.S. Bankruptcy Code. The new company, Arctic Glaci-er Holdings Inc., is based in Winnipeg, Manitoba, and continues to conduct the acquired business under the “Arctic Glacier” name.
The sale was the culmination of a Sale and Investor Solicitation Process (“SISP”) underta-ken by AGIF in the context of its CCAA proceedings conducted in the Manitoba Court of Queen's Bench (the “Court”). AGIF and its subsidiaries became insolvent in late 2011 because of breaches of their secured loan agreements with CPPIB Credit Investments (“CPPIB”) and in-vestment funds managed by West Face Capital Partners (“West Face”). With the cooperation of these secured lenders who provided a debtor in possession loan of up to $50 million, AGIF commenced CCAA proceedings in order to implement the SISP under the supervision of Alvarez & Marsal Canada Inc. as monitor. Bruce Robertson of Grandview Advisors was ap-pointed by the Court as Chief Process Supervisor. TD Securities was appointed investment advisor for AGIF. The CCAA proceedings were recognized under chapter 15 of the U.S. Bankruptcy Code by the U.S. Bankruptcy Court in Delaware.
In the sale, H.I.G. Capital's affiliate purchased the entire business for approximately US $420 million plus the assumption of current and certain other liabilities. On closing, CPPIB and West Face received payment in full of all of their secured loans totalling approximately $280.3 million. The balance of the net closing proceeds, approximately $130 million, are held by the Monitor pending further direction of the Court.
AGIF was represented by McCarthy Tétrault LLP with a team led by Kevin McEl-cheran and included Heather Meredith, Jamey Gage, Kelly Peters (bankruptcy and restruc-turing); Jonathan Grant, Jennifer Pyke and Emily Ng (M&A); and Aikins MacAulay & Thorvaldson LLP with a team led by Hugh Adams and Dale Melanson (corporate) and Bruce Taylor (bankruptcy and restructuring), in Canada; and Jones Day with a team that included Greg Gordon and Dan Winikka (bankruptcy and restructuring); Troy Lewis (corporate) and Michael Sennett and Pamela Taylor (antitrust), in the United States.
The Monitor was represented by Osler, Hoskin & Harcourt LLP with a team led by Marc Wasserman and Jeremy Dacks that included Michael De Lellis and Patrick Riesterer (restructuring); Mary Abbott and Ivan Pankoff (M&A); Kimberley Wharram (tax); Mary Paterson (litigation) and Michael Matheson (financial services) and Taylor McCaffrey LLP with a team that included David Jackson and Len Lucas, in Canada; and Willkie Farr & Gallagher LLP with a team led by Marc Abrams that included Mary Warren, Alex Canon and Jeff Goldfarb; and Young Conaway Stargatt & Taylor, LLP with a team that included Robert Brady, Matthew Lunn and Ian Bambrick, in the United States.
CPPIB and West Face were represented by Torys LLP with a team led by Tony DeMarinis that included Scott Bomhof, Michael Rotsztain, Adam Slavens and Lee Cassey (restructuring and insolvency) and Amanda Balasubramanian, Adam Delean and Simon Williams (financing and lending); and by Thompson Dorfman Sweatman LLP with a team that included Donald Douglas and Jeff Hirsch, in Canada, and by Milbank, Tweed, Hadley & McCloy LLP with a team that included Abhilash Raval and Cindy Chen Delano, in the United States.
H.I.G. Capital was represented in Canada by Stikeman Elliott LLP with a team led by Martin Langlois and Jeffrey Singer and that included Kevin Smyth and Steven Bennett (M&A) and Elizabeth Pillon (insolvency); and by Ropes & Gray LLP, in the United States, with a team led by Carl Marcellino and Resham Ramchandani (M&A); Stefanie Birkmann and Jason Serlenga (financing) and Mark Bane (bankruptcy).