Canadian Lawyer InHouse

29 CANADIANLAWYERMAG.COM/INHOUSE SEPTEMBER 2015 DHX Media is known for its great pro- graming for kids, but, when it closed its deal to acquire Family Channel, Disney XD, Disney Junior (English-language channel), and Disney Junior (French-language channel), cre- ating DHX Television, it sure wasn't child's play. The $170-million agreement with Bell Media was fi rst announced Nov. 28, 2013 and received Canadian Radio-television and Telecommunica- tions Commission approval July 24, 2014. It of- fi cially closed a week later. The Family Channel is the most-viewed chil- dren's television channel in Canada, and its ac- quisition, among the other TV properties that were a part of this deal, enhanced all areas of DHX's business and enhanced its platform for future growth. The complex acquisition involved obtaining CRTC approvals, Competition Act approval, intellectual property issues, corporate fi nance, and secu- rities and tax matters. DHX is a creator, producer, marketer, and broadcaster of family en- tertainment, and it is recognized globally for brands such as Yo Gabba Gabba!, Caillou, Teletubbies, In the Night Garden, Inspector Gadget, Johnny Test, and the multi-award- winning Degrassi franchise. The company markets and distributes its library of more than 10,000 half- hours of entertainment programming worldwide, and licenses its owned properties through its dedi- cated consumer products business. The acquisition was the largest in the company's history, followed closely by the high-profi le 2012 ac- quisition of Cookie Jar Entertainment. The Cookie Jar deal made DHX the world's largest independent owner of children's programming. Mark Gosine, executive vice president, legal af- fairs, general counsel, and corporate secretary at DHX Media Ltd., led the deal, with support from in- house team members James Bishop, director, corpo- rate and business affairs, and Carrie Dumont, senior vice president, business and legal affairs. Lawyers working on DHX's acquisition of the Family Channel, among other TV channels from Bell Media, describe a deal that seamlessly came to- gether. While many deals may reach a successful con- clusion, not all transactions of this size, value, or complexity are ultimately described as seamless. "Its success, on all levels, was driven by Mark's innovative leadership," said James Dickson, partner with Stewart McKelvey LLP. "Mark as- sembled a team of in-house and external advis- ers, a group who previously worked together on many signifi cant deals and had proven their ability to function as a strong unit." The streamlined processes, now well established by the group, propelled effi ciency at each stage. Gosine leveraged his in-house team of six, matching lawyers with the work that best fi t their strengths. Amalgamating legal expertise, Gosine drew in exter- nal counsel from Stewart McKelvey and external regu- latory advisers with complementary skills, eliminating overlap, reducing ineffi ciencies, and maximizing his re- sources. "Mark helped the team stay focused and ensured the project moved forward utilizing his ability to identify business objectives and settling business points of the deal fi rst," said Dickson. "He kept the big picture at the fore- front, preventing stakeholders from losing focus and avoid- ing a common pitfall when handling large transactions." Gosine used his project management skills to facilitate timing and remove barriers. "Mark's leadership saved DHX time, effort, and costs throughout the duration of the transaction, and resulted in a transformational and innovative shift for the company," Dickson said in the nomination. The acquisition, which created DHX Television, was de- scribed as "transformational" for the company. The Family Channel boasts more than 5.7 million subscribers, a comple- ment to DHX's library of programming worldwide. After the deal closed DHX announced its revenues for the quarter totaled $29.7 million, an increase of 14 per cent over the same quarter in 2013. 'Transformational' deal managed in-house Mark Gosine, executive vice president, legal affairs, general counsel, and corporate secretary CATEGORY: In-house Dealmakers DEPARTMENT SIZE: Small COMPANY: DHX Media Ltd. "Its success, on all levels, was driven by Mark's innovative leadership." JAMES DICKSON, Stewart McKelvey LLP BRUCE MURRAY

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