Royster-Clark Completes $325M IPO of IDSs

On July 22, 2005, Royster-Clark, Inc. (RCI) and its parent Royster-Clark Group, Inc. (RCG) completed their $325 million initial public offering in Canada of income deposit securities (IDSs). Gross proceeds of the offering will be $341.8 million if the underwriters fully exercise their over-allotment option. The underwriters included CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Capital Corp. and Raymond James Ltd.

Royster-Clark, with divisions in Virginia and New York, distributes agricultural fertilizer and seed and crop protection products, and provides agronomic services. Two RCI affiliates, Royster-Clark Ltd., a newly formed Ontario company, and Royster-Clark ULC, a newly formed Nova Scotia company, will issue the IDSs, which will consist of common shares of Royster-Clark Ltd. and subordinated notes of Royster-Clark ULC. Royster-Clark Ltd. will hold all of the issued and outstanding class A common shares of Royster-Clark Holdings, Inc. (RC Holdings) and Royster-Clark ULC will hold all of the issued and outstanding preferred shares of RC Holdings. RC Holdings will hold all of the issued and outstanding common shares of RCI. Existing investors in RCG will hold all of the class B and class C common shares of RC Holdings.

Torys LLP represented Royster-Clark Ltd. and Royster-Clark ULC—the first time a single law firm has acted as both Canadian and US counsel for the issuer in a cross-border income securities transaction. Torys' team in Toronto included Jamie Scarlett, Kevin Morris, David Boyko, Andrea Unikowsky, John Cameron, Scott Bomhof, Adam Armstrong, Boris Nevelev and Cynthia Sargeant (corporate); and Corrado Cardarelli and Ron Nobrega (tax). Torys' New York team included Darren Baccus, Gavin Sinclair, Adam Sheinkin and Mark Irving (corporate); Peter Keenan, Pamela Petree and Gregg Larson (tax); Darien Leung and Martin Dunleavy (banking and junior debt); and Jeff Gracer and Shaya Berger (environmental).

Goodmans LLP represented the underwriters with a team that included Neill May, Ira Barkin, Gesta Abols, Brad Ross and Brian Wise (corporate/commercial); Mark Surchin and Cicely Leemhuis (finance); and Alan Bowman and Yi-Wen Hsu (tax).

Skadden, Arps, Slate, Meagher & Flom LLP acted as US counsel to the underwriters with a team of David Goldschmidt and Doron Loewinger (corporate finance), and Charles Morgan and Amanda Maher (tax).


Gesta A. Abols Brian Wise Boris V. Nevelev Adam Sheinkin Ronald E. Nobrega Gavin S.E. Sinclair Peter Keenan Mark Irving Alan Bowman Adam S. Armstrong Doron Loewinger Brad Ross Mark Surchin Charles Morgan Darren D. Baccus Darien G. Leung David W. Boyko Shaya M. Berger Scott A. Bomhof Corrado Cardarelli Neill I. May Martin Dunleavy David J. Goldschmidt James D. Scarlett Robert Shipcott Kevin M. Morris Andrea L. Unikowsky Yi-Wen Hsu Cynthia K. Sargeant Ira S. Barkin


Torys LLP Goodmans LLP Skadden, Arps, Slate, Meagher & Flom LLP