Cinram Reorganizes Into Income Fund

On May 5, 2006, Cinram International, Inc., the world's largest provider of pre-recorded multimedia products and related logistic services, completed its reorganization into Cinram International Income Fund (the Fund). Pursuant to the reorganization, all of the shares of Cinram were exchanged for units of the Fund or, for those of its shareholders who so elected, units of Cinram International Limited Partnership (a limited partnership wholly-owned by the Fund), in each case on a one-for-one basis. The reorganization was completed by way of a plan of arrangement overwhelmingly approved by Cinram's shareholders on April 28, 2006. Units of the Fund commenced trading on the Toronto Stock Exchange on May 8, 2006.
In connection with the reorganization, Cinram entered into a new senior credit facility with a lender syndicate arranged by JPMorgan and Credit Suisse, as joint lead arrangers and joint bookrunners, and repaid its senior credit facility with a lender syndicate led by Citigroup.
Fogler, Rubinoff LLP and Goodmans LLP acted as co-counsel for Cinram and the Fund. The Fogler, Rubinoff team included Norman May, Q.C., Monique Rabideau, Eric Roblin and Elliott Vardin (corporate/securities), Peter Guselle (tax), David Oliver (banking) and Dale Denis and Ross MacDougall (litigation). The Goodmans team included Neill May and Meredith Roth (corporate/securities), Mitchell Sherman and Carrie Smit (tax) and Mark Surchin and Cristina Alaimo (banking).
Shearman & Sterling LLP acted as special US counsel to Cinram and the Fund in connection with the reorganization and refinancing of the senior credit facility, with a team that included Maura O'Sullivan, Caroline Leeds Ruby, Andreas Diem, Martin Lebeuf, Michael Baker, Eran Chvika, Asher Richelli, Raihan Shaikh-Khaleel, Wolfgang Süss and Alexandra Nehme (finance), Christa D'Alimonte, Daniel Litowitz, Shirin Tang and Stephen Ashley (M&A), Clarence Olmstead, Karen Heymann and Rob Sein (property) and Alexandro Padres (intellectual property). Skadden, Arps, Slate, Meagher & Flom LLP acted as special US counsel to Cinram and the Fund, with a team that included Charles Morgan and David Choi (tax), David Goldschmidt and Doron Loewinger (corporate finance) and Richard Levin and Matthew Murphy (corporate restructuring).
Cravath, Swaine & Moore LLP acted on behalf of the arrangers, with a team that included B. Robbins Kiessling, Patrick Moriarty, Rachel Cohn and Joseph Zavaglia. Michael Harquail, Simon Finch and Robert Willetts of Blake, Cassels & Graydon LLP acted as Canadian counsel to the arrangers. Richard Wight of Milbank, Tweed, Hadley & McCloy LLP acted on behalf of the Citigroup lender group.