On July 19, 2007, Van Houtte Inc. was acquired by LJVH Holdings Inc. (the purchaser), a company indirectly controlled by Littlejohn & Co., LLC. Founded in 1996, Littlejohn is a Greenwich, Connecticut-based control-oriented private equity firm seeking investment opportunities in the middle market sector that are undergoing a fundamental change in capital structure, strategy, operations or growth that can benefit from its operational and strategic approach. The firm's professionals manage three funds with committed capital of approximately $1.6 billion.
This transaction was the culmination of the value-maximizing process to review various strategic options to further enhance Van Houtte shareholder value that began in October 2006. The review process was led by the strategic orientation committee of the board of directors of Van Houtte with the assistance of CIBC World Markets Inc. Van Houtte agreed with the purchaser to a transaction under which all of its shares were to be acquired under a plan of arrangement under the Canada Business Corporations Act (the plan of arrangement). Van Houtte's shareholders approved the transaction on July 9, 2007 and the Superior Court of Quebec approved the plan of arrangement on July 10, 2007. Under the terms of the plan of arrangement, Van Houtte's shareholders received $25 per share for each outstanding Van Houtte share held.
The acquisition was financed through debt and equity financing. The debt financing was provided by Credit Suisse Securities (USA) LLC (Credit Suisse) as joint lead arranger and joint bookrunner, CIBC World Markets Corp. as joint lead arranger, joint bookrunner and syndication agent, Credit Suisse, Cayman Islands Branch as administrative agent and as collateral agent and UBS Loan Finance LLC as documentation agent. The equity financing consisted of cash from a syndicate of co-investors led by Littlejohn and including, among others, Solidarity Fund QFL.
Van Houtte was represented by Jean-Olivier Boucher, general counsel, who was assisted by Fasken Martineau DuMoulin LLP with a team that included Robert Paré, Michel Boislard, Catherine Isabelle and Marie-Josée Vincelli (securities); Louis Séguin (corporate); Gilles Carli (tax); Stéphanie Lapierre (litigation); Marc Novello (banking) and Angela DiPadova (competition and Investment Canada); and by Alan Rutenberg of Foley & Lardner LLP.
Littlejohn was represented by Stikeman Elliott LLP with a team that included Peter Castiel, Franziska Ruf, Maxime Turcotte, Sophie Lamonde, Kristina Heese, Robert Notkin (corporate and securities); Howard Rosenoff, Marco P. Rodrigues (banking and financing); Robert Hogan, Frank Mathieu (tax); Marc-André Coulombe (litigation); Michel Gélinas (regulatory); Patrick Essiminy, Stephanie Weschler (employment); and Michel Legendre (benefits) and by Morrison Cohen LLP with a team that included Salomon Sassoon, C. Derek McKinney (corporate); Stephen Budow, Kiara Hotte (banking and financing); Isaac Grossman (tax); and Alan Levine (benefits). The Solidarity Fund QFL was represented by Natacha Bernier, Jodi Lackman and Yvan Nantel, senior legal counsel.
Famille Pierre Van Houtte Inc., Les Placements Michel Ouellet (1986) Inc. and Les Placements Christian Pouliot (1986) Inc., certain principal shareholders of Van Houtte, were represented by BCF LLP with a team that included André Morrissette, Daniel Garant, Pierre T. Allard and Julie Lavigne. Other principal shareholder Société Agro-Alimentaire Sogal Inc. was represented by Miller Thomson Pouliot LLP with a team that included Gilles Bertrand and David Johnston.
Messrs. Jean-Yves Monette, president and chief executive officer of Van Houtte, and Gérard Geoffrion, executive vice-president of Van Houtte, were represented by William Hart of Langlois Kronström Desjardins, LLP.
Credit Suisse was represented by Osler, Hoskin & Harcourt LLP with a team that included Etienne Massicotte, Éric Blondeau, Eva Gazurek (financial services); Élaine Marchand and Ryan Rabinovitch (tax); and by Latham & Watkins LLP with a team that included Daniel Seale, Salman Al-Sudairi and Greg Oehler.