On October 21, 2015, Concordia Healthcare Corp. (Concordia), a diverse healthcare company focused on legacy pharmaceutical products and orphan drugs, acquired UK-based Amdipharm Mercury Limited (AMCo) from Cinven Ltd, a leading European private equity firm, for approximately US$3.3 billion (the Acquisition) paid through a combination of cash and the issuance of 8.49 million common shares of Concordia.
Concordia paid for the cash portion of the Acquisition with the proceeds from: (i) a public equity offering of common shares for gross proceeds of US$520 million led by Goldman, Sachs & Co. and RBC Capital Markets, as lead book running managers, and Credit Suisse Securities (USA) LLC and Jefferies LLC, as additional book running managers; (ii) a private placement of US$790 million of 9.5 per cent senior notes due 2022 by a syndicate of initial purchasers comprised of Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Jefferies LLC and RBC Capital Markets (the Initial Purchasers); (iii) credit facilities with the Initial Purchasers. The credit facilities consisted of a senior secured revolving credit facility of US$200 million and secured term loan facilities of approximately US$1,870 million (two tranches of US$1.1 billion and £500 million); as well as (iv) two unsecured bridge loans with certain of the Initial Purchasers in the principal amounts of US$45 million and US$135 million, respectively.
Fasken Martineau DuMoulin LLP acted as Canadian and UK counsel to Concordia on the Acquisition and related financings with a team led by Rubin Rapuch and John Sabetti (corporate/securities), and including Jessica Catton Rinaldi, Myroslav Chwaluk, Justine Connors and Noel Chow (corporate/securities); Jon Holmstrom, Aaron Stefan, Louise Kennedy and Áine O’Connor (banking & finance); Timothy Squire (life sciences); Mitchell Thaw (tax) and Sean Stevens and Angela Wing (UK).
Simmons & Simmons advised Concordia with a team team led by partner Angus McLean, assisted by fellow IP partners Richard Binns and Michael Gavey, as well as associates Lydia Torne, Nicola Walles, James Agnew, Rafi Allos, Adrian Dykes, on the IP and pharmaceutical regulatory aspects in the UK. Dutch IP and regulatory advice was provided by Machteld Hiemstra, Heleen Biesheuvel and Paul Tjiam in the firm’s Amsterdam office.
Sullivan & Cromwell LLP advised Concordia, with a team led by Matthew Hurd and Krishna Veeraraghavan in New York, and Vanessa Blackmore in London.
Clifford Chance LLP advised Cinven with a team led by Jonny Myers (global private equity) and including Alastair Mordaunt, Rod McGillivray and Michael Dakin.
Jones Day’s Mike Weir advised AmCo’s management.