KCP Income Fund completes US$215 million acquisition of CCL Industries' Custom Manufacturing Division

Torys acted as counsel to the underwriters in the public offering in Canada and the United States with a team led by Philip Brown in Toronto and Richard Willoughby in New York, that included Gavin Sinclair, Saro Sarmazian and Adam Armstrong (corporate/securities), Corrado Cardarelli and Shiyamala Devan-Ramdas (Canadian tax), Gary Gartner and Richard Wright (U.S. tax), Jeff Gracer and Shaya Berger (U.S. environmental), Dennis Mahony (Canadian environmental), Darien Leung (banking) and Dan Miller (U.S. securities).

On May 17, 2005, KCP Income Fund completed the acquisition of the North American Custom Manufacturing Division of CCL Industries Inc. for approximately US$215 million. With the acquisition of Custom, KCP is one of North America's largest custom manufacturers of laundry, household cleaners and over-the-counter health and beauty care products.

The transaction was funded in part from the proceeds of a C$100.3 million and US$80 million public offering of units and 6.5% exchangeable unsecured subordinated debentures through a syndicate of underwriters led by TD Securities, and from the proceeds of a new US$130 million U.S. credit facility entered into by the fund with a syndicate of lenders led by The Toronto-Dominion Bank.