Glacier Ventures Acquires Canadian Interests of Hollinger International

On February 6, 2006, Hollinger International and its subsidiaries completed the final element of the sale of its Canadian operations to Glacier Ventures International Corp. for aggregate cash proceeds of $168 million. The sale was completed in three separate tranches. The operations sold included: an 87 per cent interest in Hollinger Canadian Newspapers, Limited Partnership, a publicly traded partnership; 50 per cent of the outstanding shares of Fundata Canada Inc.; 70 per cent of the outstanding shares of Great West Newspaper Group Ltd.; and all of the outstanding shares of Hollinger Canadian Newspapers GP Inc., Eco Log Environmental Risk Information Services Ltd. and KCN Capital News Company.

The acquisition by Glacier was financed, in part, through a $125 million senior term loan credit facility co-led by The Toronto-Dominion Bank, Canadian Imperial Bank of Commerce and Bank of Montreal. The acquisition was also financed, in part, from the proceeds of private placements of subscription receipts and common shares for aggregate gross proceeds of $80 million arranged by a syndicate of investment dealers co-led by Raymond James Ltd., BMO Nesbitt Burns Inc. and CIBC World Markets Inc., together with Canaccord Capital Corporation, Sprott Securities Inc. and Haywood Securities Inc.

Glacier was represented by Farris, Vaughan, Wills & Murphy LLP with a team led by Elizabeth Harrison, Q.C., (M&A and securities) that included Trevor Scott, David Selley and Lisa Skakun (M&A and securities) and Herb Dodd, Gordon Love and Megan Berntt (banking). Gary Nachshen and Andrea Boctor of Stikeman Elliott LLP provided pension and benefits advice to Glacier, and Jack Quinn and Colin Ritchie of Blake, Cassels & Graydon LLP provided competition advice to Glacier.

Hollinger International was represented by James Van Horn, general counsel, and a team from McCarthy Tétrault LLP led by David Judson (M&A and securities) and Douglas Cannon (tax) that included Joshua Arbuckle, France Tenaille, Lori Anne Heckbert, Amrit Sidhu and David Randell (M&A and securities); Greg Winfield, Lorraine Allard and Gareth Gibbins (pensions); Andrew Silverman (tax); Glen MacArthur and Oliver Borgers (competition); and Bram Green and David Bross (real estate).

The lenders were represented by Gowling Lafleur Henderson LLP with a team led by David Cohen (banking) that included Dom Glavota, Thomas Subic, Shoshanah Webber and Leila Burden (banking – Toronto), Jay Hayden, Irene Stewart and Jack Lee (banking – BC), Rick Myers and Katherine O'Connor (banking – Alberta), Pierre-André Hamel (banking – Quebec), Paul Harricks and Bryce Kraeker (M&A and securities) and John Callaghan, Kerri Pope and Cliff Prophet (litigation).
Gary Sollis and Kim Willey of the Vancouver office of Fraser Milner Casgrain LLP represented the investment dealers.