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Colabor Income Fund acquires Summit Food Service Distributors for US$115 million

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Overview

Client

Colabor Income Fund

On January 8, 2007, Colabor Income Fund through Colabor Limited Partnership, completed the acquisition of substantially all of the assets of Summit Food Service Distributors Inc. Summit is one of Canada's largest distributors to the foodservice industry and a subsidiary of Cara Operations Limited. The total consideration for the acquisition was $115 million, plus the assumption of certain liabilities. In connection with this acquisition, Colabor Income Fund completed, on January 4, 2007, a $25 million offering of subscription receipts and $50 million aggregate principal amount of 7.0% extendible convertible unsecured subordinated debentures for aggregate gross proceeds of $75 million. The offering was underwritten on a bought deal basis, by a syndicate led by National Bank Financial Inc. and Scotia Capital Inc., which also included Canaccord Capital Corporation, Desjardins Securities Inc. and HSBC Securities (Canada) Inc. Summit also acquired, on a private placement basis concurrently with the closing of the acquisition, 1,130,000 units of the Fund for a consideration of $10 million. Also, in the context of the acquisition, a $70 million operating credit facility for Colabor was arranged with National Bank of Canada, as underwriter and administrative agent, and National Bank Financial Inc., as lead arranger and sole bookrunner. The underwriters were represented by a team from Fasken Martineau comprised of Robert Paré, Jean-Pierre Chamberland, Mireille Tremblay, Gabriel Castiglio, Sébastien Hébert (securities), Gilles Carli and Thomas Copeland (tax). National Bank of Canada was also represented by Marc Novello, Felix Gutierrez and Andrew Klug from Fasken Martineau.

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