On January 3, 2017, Acasta Enterprises Inc. (“Acasta”) completed its $1.2-billion qualifying acquisition of Apollo Health & Beauty Care Partnership (“Apollo”) and JemPak Corporation (“JemPak”), two of North America’s leading private-label consumer staples businesses, and Stellwagen Group (“Stellwagen”), a best-in-class commercial aviation finance advisory and asset management business, based in Ireland and the United States. Concurrent with closing, Acasta completed a $160-million private placement and $150-million credit facilities and announced the launch of its first long-term multi-billion-dollar private-equity fund. This transaction is Canada’s first qualifying acquisition by a special-purpose acquisition company (SPAC). It is also understood to be the first multiple-target acquisition by any SPAC in the world.
Acasta was represented by a team led by Stephen Pincus and including William Gorman, Kari MacKay, Celia Rhea, Michelle Vigod, Shazia Banduk, Ali Mirsky, Emily Weizel, Andrea Tsoulogiannis and Kyle Gerow (corporate/securities/M&A), Dan Dedic, Elizabeth Mpermperacis and Theresa Kennedy (banking), Jon Northup and Michael Royal (tax), Shevaun McGrath (fund formation), Susan Garvie (employment), Catherine Lyons (environment), Amalia Berg (IP), John Alton (pensions), Jeffrey Shore (leasing), Francy Kussner (insurance) and Richard Annan (competition) of Goodmans LLP, with Alexander Singh, Secretary and General Counsel of Acasta, and Stuart Gelfond and David Rao of Fried, Frank, Harris, Shriver & Jacobson LLP in the US.
Apollo Health & Beauty Care Partnership was represented by Lawrence Wilder, Tom Koutoulakis, Zohar Barzilai, Stefanie Sebanc, Luke Woolford and Emily Larose (M&A), Signe Leisk and Adrianna Pilkington (environmental & municipal), Jonathan Freeman and Jessica Lipton (real estate & development), Gordon Goodman and Jason Arbuck (financial services), Chandimal Nicholas (intellectual property), Chris Hersh (competition) and Kristin Taylor (employment) of Cassels Brock & Blackwell LLP.
JemPak was represented by Brian Pukier, Amanda Linett, Cheryl De Los Santos and Charles McDonald (corporate/M&A), Katy Pitch and Lindsay Gwyer (tax) and Chad Bass-Meldrum (real estate) of Stikeman Elliott LLP. Certain shareholders were also represented by Barbara Lanys and Jessie Penley of Bloom Lanys LLP.
Stellwagen was represented by Ben Higson, Don McGown, Derek Meilman, Catherine Lah, Nothando Malaba, Ben Coleman, Elly Dennis (corporate/M&A), Mark Jones and Aniko Adam (competition), Karen Hughes and Aaron Burchell (tax), Lewis Cohen and Edgard Alvarez (debt capital markets) and and Anvita Sharma (employment) of Hogan Lovells, with Nigel Goldsworthy, Group General Counsel of Stellwagen, and Kate McGilvray and Andrew Thompson (corporate/M&A) and Norbert Knutel and David Bristow (securities) of Blake, Cassels & Graydon LLP.
Financing of the JemPak and Apollo acquisition was underwritten by Canadian Imperial Bank of Commerce and The Toronto-Dominion Bank. Counsel to the underwriters was Joel Scoler, Tim Baron, Peter Martorelli and Dina Milivojevic of Davies Ward Phillips & Vineberg LLP.