Motion Picture Distribution Acquires Shares in Madrid Film Distributor

On May 12, 2004, Motion Picture Distribution LP (the partnership), a majority of the limited partnership units of which are owned by Alliance Atlantis Communications Inc. (AACI), completed the acquisition of all of the issued and outstanding shares in the capital of Madrid-based film distributor, Aurum Producciones SA, for a purchase price of approximately $74 million (€45,000,000). In connection with the acquisition, the partnership increased the available borrowing under the partnership’s senior credit facility from $100 million to $125 million and issued additional limited partnership units (including a pro-rata amount to AACI) in conjunction with a private placement of units by Movie Distribution Income Fund.

The transaction was led by the in-house team of Paul Laberge, senior vice-president, corporate development and general counsel of AACI, and Amy Paquette, vice-president, business and legal affairs of the partnership.

For the acquisition, the partnership was represented in Canada, Spain and Sweden by Baker & McKenzie, with a team that was led by Nurhan Aycan (M&A) in Toronto, and included Cristina Bustillo and Carlos Peman (M&A) in Madrid, and Bo Lindqvist and Johan Widholm (tax) in Stockholm.

The seller was represented by Squire, Sanders & Dempsey, with a team led by Juan Picon.

For the credit facility, the partnership was represented by Torys, with a team that included Adam Delean and Tom Zverina, and by Baker & McKenzie, with a team that included Marc Horwitz in Chicago, Cristina Bustillo, José Maria Sánchez and Rossanna D’Onza in Madrid, and Cecilia Bjelle in Sweden.

The lenders were represented by McCarthy Tétrault, with a team that included Gordon Baird (financial services), and Susan Kennedy, Julie Ouellon-Wente and Elke Rubach (corporate finance, M&A); in Spain by Gómez-Acebo & Pombo Abogados, with a team that included Fernando Igartúa, Teodoro de Agustin and Sergio Antón; in Sweden by Advokatfirman Lindahl, with a team that included Eva Börjesson, Ulrika Pålsson and Lena Johansson; and in the US by Mayer, Brown, Rowe & Maw, with a team that included J. Thomas Mullen and Zachary Barnett.

For the offering, the partnership was represented by Torys, with a team that included Glen Johnson, Gary Solway, Michael Pickersgill, Kevin Andrade and Nadine Rockman (securities), and Corrado Cardarelli and Ron Nobrega (tax). The agents were represented by Stikeman Elliott, with a team that included Jeffrey Singer (securities), David Weinberger (securities) and Trent Mell (securities).