Aritzia completes secondary offering of subordinate voting shares

On January 26, 2017, Aritzia Inc. (“Aritzia” or the “Company”) completed its secondary offering of 20,100,000 subordinate voting shares (the “Shares”) for a price of $17.45 per share (the “Offering Price”) for aggregate gross proceeds of $350,745,000 (the “Offering”).

The Shares were sold by an investment vehicle managed by Berkshire Partners LLC, a Boston-based private equity firm (the “Berkshire Shareholder”), an entity controlled by Brian Hill, Aritzia’s Founder and Chief Executive Officer (the “Hill Shareholder”) and The Bensadoun Family Foundation, a charitable foundation controlled by Aldo Bensadoun, a director of Aritzia (the “Bensadoun Shareholder, and together with the Berkshire Shareholder and the Hill Shareholder, the “Selling Shareholders”).
The Offering was underwritten by a syndicate of underwriters on a bought deal basis led by CIBC World Markets Inc., Merrill Lynch Canada Inc. and TD Securities Inc. and included BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp., Robert W. Baird & Co. Incorporated, William Blair & Co., L.L.C. and Haywood Securities Inc. (the “Underwriters”).
In a separate transaction that closed concurrently with the Offering, a group of employees of Aritzia, not including Brian Hill, sold an aggregate of 1,788,366 subordinate voting shares, on a block trade basis, at the Offering Price for total gross proceeds to such employees of $31,206,987.

Aritzia was represented in-house by Amy Frankel (Co-General Counsel) and
Ada San (Co-General Counsel).

Stikeman Elliott LLP acted as Canadian counsel to Aritzia with a team that included David McCarthy, Jonah Mann, Ramandeep Grewal, Paul Rakowski, Omar Soliman and Rolake Adeniran (securities), and John Lorito and Lindsay Gwyer (tax).
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as US counsel to Aritzia. The Paul, Weiss team was composed of Andrew Foley and Rebecca Vasluianu (securities), and David Sicular and Zachary King (tax).

Blake, Cassels & Graydon LLP acted as Canadian counsel to the Underwriters with a team that included Kathleen Keilty, Jamie Kariya, Evan Straight, Andrea Lejay and Trevor Simpson (securities) and Kevin Zimka (tax).

McCarthy Tétrault LLP acted as Canadian counsel to Brian Hill and the Hill Shareholder. The McCarthy Tétrault team included Cameron Belsher, Robin Mahood, David Woollcombe, Claire Sung and Ainslie Hurd (securities).

Davies Ward Phillips & Vineberg LLP acted as Canadian counsel to the Bensadoun Shareholder with a team that included Brian Kujavsky and Evan Paperman (securities) and Marie-Emmanuelle Vaillancourt (tax).