Colabor Income Fund Announces Closing of Acquisition of Gestion Bertrand & Frères Inc. and its Concurrent Financings

On April 28, 2008, one of the largest wholesaler and distributor of food and non-food products serving the retail and food-service markets in Canada, Colabor Income Fund, completed the indirect acquisition, through Colabor Limited Partnership, of all of the outstanding shares of Gestion Bertrand & Frères Inc., a leading independent food distributor in Eastern Québec, and one of Colabor Income Fund's most important affiliated distributors. Colabor Limited Partnership acquired Gestion Bertrand & Frères Inc. for a consideration of $84.8 million plus the assumption of $4.5 million of outstanding debt concurrently with a $40 million Issue of units of Colabor Income Fund.

On April 23, 2008, Colabor Income Fund completed a public offering, on a bought deal basis, of 3,830,000 subscription receipts at a price of $10.45 per subscription receipt for gross proceeds of $40 million.

Concurrently with the acquisition of Gestion Bertrand & Frères Inc., certain shareholders of Gestion Bertrand & Frères Inc. subscribed, on a private placement basis, for 800,000 units of Colabor Income Fund for aggregate proceeds of $8,360,000.

Claude Picard, secretary of Colabor Income Fund, from Bélanger Sauvé LLP, and a team from McCarthy Tétrault LLP led by Philippe Leclerc and constituted of Philippe Fortier, Isabel Desmarais, Ylang Ha, Dominic Thérien, Madeleine Renaud, Pierre Laflamme, Frédéric Cotnoir and Frédéric Harvey, acted as solicitors for Colabor Income Fund.

The syndicate of underwriters was advised by a team from Fasken Martineau DuMoulin LLP that included, among others, Jean-Pierre Chamberland, Gabriel Castiglio and Nicolas Morin (corporate/securities); and Gilles Carli and Thomas Copeland (tax).

A team from BCF LLP led by Jules Turcotte and constituted of Jean-Raymond Castelli, Nicolas St-Sauveur, Richard Epstein (competition law) and David Waddell (real estate), acted as solicitors for Gestion Bertrand & Frères Inc.

In order to proceed with the acquisition of Gestion Bertrand & Frères Inc., Colabor Limited Partnership, Colabor Operating Trust and other affiliated entities (collectively, the Colabor Entities) refinanced their bank debt on April 25, 2008, increasing their credit facilities with a lending syndicate led by National Bank Financial Inc., as lead arranger, by $30 million for an aggregate principal amount of $100 million.

The lending syndicate was represented by Marc Novello, Felix Gutierrez and Alexandre Gagnon of Fasken Martineau DuMoulin LLP in Montreal.

The Colabor Entities were represented by Philippe Leclerc of McCarthy Tétrault LLP in Québec, Dan Sears in Calgary and Richard Higa in Toronto.


Ylang Ha Nicolas St-Sauveur Thomas W. Copeland Darrell M. Gold Marc Novello Félix Gutierrez Philippe Fortier Gilles Carli Philippe Leclerc Gabriel Castiglio Richard T. Higa Jules Turcotte Richard B. Epstein Jean-Raymond Castelli Frédéric Harvey Jean-Pierre Chamberland Paula Blackstien-Hirsch David Waddell Frédéric Cotnoir Madeleine Renaud