Catalyst Fund Limited Partnership V fund managed by The Catalyst Capital Group Inc. cancelled the acquisition of remaining 86.3% stake in Hudson's Bay Company.

Catalyst Fund Limited Partnership V fund managed by The Catalyst Capital Group Inc. offered to acquire remaining 86.3% stake in Hudson's Bay Company (TSX:HBC) for CAD 1.8 billion on November 27, 2019. Under the terms of the offer, Catalyst will acquire all of the issued and outstanding Common Shares not already owned by it, the Preferred Shares on an as-converted basis and related equity securities, for cash consideration of CAD 11 per Common Share. Catalyst has adequate arrangements for the required financing to complete the transaction without undue delay. Catalyst expects that the transaction will be completed by way of a plan of arrangement under the provisions of the CBCA or such other structure as determined based on corporate, tax and securities law and other considerations, and will comply with all applicable laws. The Sponsor will roll over its equity holdings in Hudson's Bay valued at approximately CAD 355 million and will contribute additional cash as required. Equity cash contributions are expected to be not less than CAD 135 million. In addition, Catalyst has the support of large international financial institutions and other financing sources (the “Lenders”) to provide additional financing (“Sponsor Debt Financing”). The Lenders have indicated that they are highly confident that they can structure and syndicate credit facilities in an amount sufficient to fund the remaining portion of the transaction, as well as provide excess liquidity and additional working capital for Hudson's Bay on a go forward basis. Institutional Shareholder Services (ISS) then recounts that the Special Committee responded to Catalyst’s November 27, 2019 offer to acquire HBC shares at CAD 11.00 per share by noting that the transaction proposed by Catalyst was not reasonably capable of being completed, due to the opposition by the Continuing Shareholders to the transaction. Catalyst urges the HBC Board and the Special Committee to act in the best interest of all shareholders and fairly evaluate Catalyst’s superior offer. The deal is subject to a short period to complete customary due diligence and regulatory approval. Catalyst expects that its offer could be voted on by shareholders and closed by February 2020. As of December 2, 2019, Catalyst Fund Limited has extended deadline for acceptance of its offer letter to 5pm (Eastern) December 2, 2019, as requested by the HBC special committee. As of December 2, 2019, -The Special Committee of the Board of Directors of Hudson’s Bay Company concluded that the unsolicited proposal is not reasonably capable of being consummated. Dennis King of BTIG, LLC acted as financial advisor to Catalyst and Paul Davis of McMillan LLP, Brown Rudnick LLP and Latham & Watkins LLP acted as legal advisors. Laurel Hill Advisory Group acted as information agent. Jeffrey R. Lloyd and Michael Gans of Blake, Cassels & Graydon LLP acted as legal advisors for Special Committee of the Board of Directors Hudson’s Bay Company. Laurel Hill Advisory Group will receive a fee of CAD 0.05 million for its services as Information Agent plus ancillary payments and disbursements. JPMorgan Chase & Co. (NYSE:JPM) and Centerview Partners LLC acted as financial advisor to Hudson’s Bay. Hudson’s Bay special committee hired Cushman & Wakefield Inc. and CBRE Inc. to provide an independent valuation of its real estate assets. TD Securities Inc. provided the special committee with a valuation of the Hudson’s Bay's common shares. Houlihan Lokey acted as fairness opinion provider for Hudson's Bay Company. Catalyst Fund Limited Partnership V fund managed by The Catalyst Capital Group Inc. cancelled the acquisition of remaining 86.3% stake in Hudson's Bay Company (TSX:HBC) on January 3, 2020. The Catalyst Capital Group entered into voting and support agreement with Hudson's Bay Company and agreed to vote in favour of the privatization transaction.