Cara acquires majority interest in Original Joe’s concurrently with Original Joe’s acquisition of trade-marks and royalty rights from DIV

On November 27, 2016, Cara Operations Limited (“Cara”), Canada’s oldest and largest full-service restaurant company, completed its acquisition of a majority ownership interest in Original Joe’s Franchise Group Inc. (“Original Joe’s”) for $93 million.

Original Joe’s franchises and operates 99 full-service restaurants in Canada and the United States across three brands: Original Joe’s Restaurant & Bar, State & Main Kitchen Bar and Elephant & Castle Pub and Restaurant. $90.0 million of Cara’s $93.0 million subscription price was used by Original Joe’s to re-acquire its trade-marks and royalty rights from Diversified Royalty Corp. (“DIV”) pursuant to an acquisition agreement that closed concurrently with Cara’s investment in Original Joe’s. DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America.

Cara was represented in-house by Dave Lantz and David Blumberger and by
Stikeman Elliott LLP with a team that included Joel Binder, Kevin Smyth and Daniel Glavin (corporate), Meaghan Obee Tower (banking), John Lorito and Lindsay Gwyer (tax), Michael Kilby and Michael Laskey (regulatory) and Jonathan Auerbach (IP).

Original Joe’s was represented by
McCarthy Tétrault LLP by a team comprising Cameron Belsher, Robin Mahood, Pavan Jawanda, Jerry Nguyen and Ainslie Hurd (corporate) and TJ Kang (tax).

Diversified Royalty Corp. was represented by
Farris, Vaughan, Wills & Murphy LLP by a team that was composed of Bradley Newby, Robert Veitch, Nikki Saint-Onge (corporate), Ronald Murray (securities) and David Selley (banking).