16 LEXPERT MAGAZINE
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JUNE 2018
BIG DEALS
has a proven track record in the execution of creative midstream solu-
tions that benefit their customers.
Wolf Midstream invests in Western Canadian energy infrastruc-
ture. It is backed by the Canada Pension Plan Investment Board.
Norton Rose Fulbright Canada LLP advised Wolf Midstream
with a team of Richard Borden, KayLynn Litton, Ryan Keays, Rujuta
Patel, Lincoln Mitchell, Sean Wallace and Matthew Longstaff.
Burnet, Duckworth & Palmer LLP provided external coun-
sel for MEG with a team of Alicia Quesnel, Sean Korney, Carolyn
Wright, Larissa Roche and Fraser Wayne (energy), Annette Lambert
(real estate), Brittney LaBranche (competition), and Bill Maslechko
and Jeff Oke (securities).
Blake, Cassels & Graydon LLP acted for the bank syndicate,
which provided the debt financing for the acquisition, with a team
that included Michael McIntosh and Andrew Kolody.
Osler, Hoskin & Harcourt LLP advised BMO Capital Markets,
which acted for MEG, with a team of Jeremy Fraiberg and Don Gil-
christ (corporate).
Consumer Goods Consumer Goods
SPIN MASTER ACQUIRES
PLUSH TOY BRAND GUND
CLOSING DATE: APRIL 1, 2018
On April 1, 2018, Spin Master, a leading global children's entertain-
ment company, purchased GUND, the oldest plush toy brand in the
United States, from Enesco LLC, a portfolio company of Balmoral
Funds, a private-equity firm.
Established in 1898, GUND is one of the leading plush toy manu-
facturers in the world, recognized by the American Brand Council as
one of the most trusted toy brands in the US.
According to a recent NPD report, the plush toy category grew 6
per cent worldwide in 2017. With the acquisition of GUND, Spin
Master will now have a solid platform from which to expand into the
infant toy and specialty gi categories.
e acquisition of GUND marks Spin Master's 20th acquisition
since the company was founded, and the ninth since its initial pub-
lic offering in 2015. e purchase consideration is US$79.1 million,
which will be settled utilizing Spin Master's internally generated cash
resources and its credit facility.
Spin Master is a leading global children's entertainment company
that creates, designs, manufactures, licenses and markets a diversi-
fied portfolio of innovative toys, games, products and entertainment
properties. Spin Master is best known for award-winning brands in-
cluding Zoomer®, Bakugan®, Erector® by Meccano®, Hatchimals®, Air
Hogs® and PAW Patrol®. Since 2000, Spin Master has received 92
TIA Toy of e Year (TOTY) nominations with 28 wins across a
variety of product categories, including 13 TOTY nominations for
Innovative Toy of the Year, more than any of its competitors. To date,
Spin Master has produced six television series, including 2007 suc-
cess Bakugan Battle Brawlers and current hit PAW Patrol, which is
broadcast in over 160 countries and territories globally. Spin Master
employs over 1,600 people globally with offices in Canada, United
States, Mexico, France, Italy, United Kingdom, Slovakia, Poland,
Germany, Sweden, the Netherlands, China, Hong Kong, Japan, Viet-
nam and Australia.
Enesco LLC is a global leader in the gi, home decor and plush
toy industries with a portfolio that includes some of the world's
most recognizable brands and licences, including Gund®, Jim Shore
Heartwood Creek ®, Walt Disney Archives™, Disney Showcase®,
Disney by Britto™, Department 56® Village, Pusheen™, Designs by
Lolita® and Our Name Is Mud®. Serving more than 40,000 cus-
tomers worldwide, the company designs, develops and distributes
consumer products to a wide variety of specialty card and gi re-
tailers, home decor boutiques, national retail chains and direct-to-
consumer retailers. Enesco is owned by Balmoral Funds, a Los An-
geles-based private-equity firm founded in 2005. Balmoral focuses
on partnering with talented and committed management teams to
invest in and revitalize companies.
Spin Master was represented in-house by Christopher Harrs, Ex-
ecutive Vice-President, General Counsel and Corporate Secretary.
External representation was provided by its lead outside counsel Tor-
kin Manes LLP with a team led by Jeffrey Cohen and Glen Eddie
and including Adrian Myers and Leslie McGowran.
Pillsbury Winthrop Shaw Pittman LLP acted as US counsel
to Spin Master with a corporate team consisting of Jonathan Russo
and Bianca Bowen. Additional counsel to Spin Master in China was
provided by Jacqueline Zhao and Jin Ling of Lusheng Law Firm (a
member of the Rouse network).
William Bettman, Paul Hoffman, Matthew Larvick and Mark
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