Madacy Entertainment Group is Acquired

A management team of Madacy comprised of Amos Alter and Hillel Frankel acquired the business of Madacy Entertainment Group, Ltd. which was part of Handleman Company. The deal closed on April 3, 2003 and the value is undisclosed. Madacy is a leading designer, producer and distributor of audiocassettes, videocassettes, compact discs and digital versatile discs.

In addition to the equity contributions of management, the transaction was financed by a senior credit facility with LaSalle Business Credit, a division of ABN AMRO Bank N.V., Canada Branch, and a subordinated credit facility with CCFL Subordinated Debt Fund (III) Limited Partnership. CCFL also forms part of the investor group.

The management of Madacy was represented in Canada by Stikeman Elliot LLP in Montreal, with a team that included Sidney Horn, William Rosenberg, Jean Farley and Gayle Noble (corporate) and Howard Rosenoff, Natalie Gosselin and Martin Corbo (banking); and in the U.S. by Daniel Minkus of Clark Hill PLC in Birmingham, Mississippi. Frank Zylberberg, Francine Wiseman, Robert Korne and Didier Frechette of Mendelsohn in Montreal provided tax advice to the management group, and Barry Horne and Karen Gardiner of McInnes Cooper acted as special Nova Scotia counsel.

Handleman was represented in Canada by Douglas New and Mireille Tremblay (corporate) and William Bies (tax) of Fasken Martineau DuMoulin LLP; and in the U.S. by Ken Phillips and Roger Cook of Honigman Miller Schwartz and Cohn LLP in Detroit, Michigan. Charles Reagh of Stewart McKelvey Stirling Scales acted as Nova Scotia counsel.

LaSalle Business Credit was represented by Frank Callaghan, Howard Silverman, Nathan Chan and Vincent Frenette of Borden Ladner Gervais LLP. CCFL was represented by Gowling Lafleur Henderson LLP, with a team that included Elizabeth Breen, Hilda Wong, Stephen Harmer and Linda Kwak in Toronto, and Pierre-André Hamel in Montreal.