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Concordia Healthcare acquires Covis Pharma commercial sssets for US$1.2 billion

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Concordia Healthcare Corp.

On April 21, 2015, Concordia Healthcare Corp. (“Concordia”), a diverse healthcare company focused on legacy pharmaceutical products and orphan drugs, acquired 18 products from Covis Pharma S.à.r.l and Covis Injectables, S.à.r.l (the “Acquisition”). The purchase price of U.S.$1.2 billion was paid in cash at closing.Concordia paid for the Acquisition through proceeds from a combination of: (i) a private placement offering in the United States of U.S.$735,000,000 of 7% senior notes due 2023 by a syndicate of initial purchasers including RBC Capital Markets, LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC and concurrent private placement in Canada; (ii) a “bought deal” short form prospectus offering in Canada of 4,329,428 subscription receipts by a syndicate of underwriters led by RBC Capital Markets, LLC, and including GMP Securities L.P. and TD Securities Inc., for aggregate gross proceeds of CAD$368,001,380; and (iii) a senior secured credit facility with the Royal Bank of Canada, Morgan Stanley Senior Funding, Inc., TD Securities (USA) LLC, GE Capital Markets, Inc., Fifth Third Bank and certain other lenders of up to U.S.$700 million comprised of (a) a senior secured revolving credit facility in the aggregate principal amount of up to US$125,000,000 and (b) a senior secured term loan facility in an aggregate principal amount of US$575,000,000.Fasken Martineau acted as Canadian counsel to Concordia on the Acquisition with a team that included Rubin Rapuch, John Sabetti, Jessica Catton and Justine Connelly (securities); Jon Holmstrom, Aaron Stefan, Christopher Steeves and Louise Kennedy (banking & finance); Mitchell Thaw (tax) and Stuart Brotman (insolvency/restructuring).


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