Resolve Business Outsourcing Income Fund completes C$225 million initial public offering, and related acquisition and financing

Torys acted as counsel to the fund with a team in Toronto that included Philip Brown, Glen Johnson, Cameron Koziskie, Conni Gibson, Karie Ann Benham, Janet Howard, Joanna Jazairi and Sue-Anne Fox (corporate and securities), John Unger, Kathy Moore and Shiyamala Devan-Ramdas (tax), Dennis Mahony (environmental), Adam Delean, Tom Zverina and Milosz Zemanek (lending), Carolyn Naiman (competition), Eric Boehm (technology) and Christina Medland, Mitch Frazer, Nadine Côté and Tara Sastri (pension and employment). Torys' New York team included Darren Baccus and Mark Adkins (corporate and securities), Alana Martell (lending) and Jeff Scheine and Gregg Larson (tax).

On March 17, 2006, Resolve Business Outsourcing Income Fund (TSX: RBO.UN) completed its initial public offering of 22.5 million ordinary trust units at C$10 per unit for total gross proceeds of C$225 million. The fund also granted to the underwriters of the offering an over-allotment option to acquire within 30 days an additional 2.25 million units on the same terms and conditions.

The underwriters, led by RBC Dominion Securities, included BMO Nesbitt Burns, TD Securities, CIBC World Markets, Scotia Capital, National Bank Financial, Blackmont Capital, Raymond James, Genuity Capital Markets, Westwind Partners and Pacific International Securities.

Concurrent with the closing, the fund's subsidiaries entered into a new C$111 million senior credit facility with a syndicate of lenders led by Royal Bank of Canada and The Bank of Nova Scotia.

The fund used the proceeds of the offering and borrowings under the credit facility to acquire Resolve Corporation and its subsidiaries (collectively, Resolve) and CSRS Holdings, Ltd. and its subsidiaries (collectively, CSRS)—each of which provides customized outsourced business solutions to companies and governments across North America.

After giving effect to these transactions, the fund indirectly holds an approximately 70.5% interest in the combined Resolve and CSRS business (77.3% if the underwriters' over-allotment option is exercised in full).