Gluskin Sheff + Associates Inc. – s. 1(6) of the OBCA
Headnote
Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).
Applicable Legislative Provisions
Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).
IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)
AND
IN THE MATTER OF
GLUSKIN SHEFF + ASSOCIATES INC.
(the Applicant)
ORDER
(Subsection 1(6) of the OBCA)
UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;
AND UPON the Applicant representing to the Commission that:
1. The Applicant is an “offering corporation” as defined in subsection 1(1) of the OBCA.
2. The Applicant has an authorized capital consisting of an unlimited number of common shares (Common Shares).
3. The head office of the Applicant is located at Bay Adelaide Centre, 333 Bay Street, Suite 5100, Toronto, Ontario M5H 2R2.
4. On March 22, 2019, the Applicant entered into an arrangement agreement with Onex Corporation (Onex), pursuant to which Onex agreed to acquire all of the issued and outstanding Common Shares of the Applicant by way of a court-approved plan of arrangement under the provisions of Section 182 of the OBCA (the Arrangement).
5. The Arrangement was approved by the shareholders of the Applicant at a special meeting of shareholders of the Applicant held May 9, 2019.
6. The Arrangement was approved by a final order of the Ontario Superior Court of Justice (Commercial List) on May 14, 2019.
7. The Arrangement was completed June 1, 2019. As a result of the Arrangement, each shareholder of the Applicant became entitled to receive, in exchange for each Common Share held prior to the effective time of the Arrangement, $14.25 in cash, other than certain shareholders (the Rollover Shareholders) who transferred certain of their Common Shares in exchange for subordinate voting shares of Onex (or securities exchangeable for such shares).
8. Pursuant to the Arrangement, Onex, directly and indirectly through its subsidiaries 5016010 Ontario Inc. and Onex GS Holdings LP (“Purchaser LP”), acquired all of the issued and outstanding Common Shares.
9. In accordance with the terms of the Arrangement, following completion of the Arrangement and as of the date hereof, all of the issued and outstanding Common Shares are held directly by Purchaser LP, the general partner of which is Onex GS Holdings GP Ltd., a wholly-owned subsidiary of Onex, and the limited partners of which are (i) Onex GS Holdco Ltd., a wholly-owned subsidiary of Onex, and (ii) one of the Rollover Shareholders.
10. The Common Shares were de-listed from the Toronto Stock Exchange as at the close of trading on June 4, 2019.
11. No securities of the Applicant are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 – Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
12. The Applicant has no intention to seek public financing by way of an offering of securities.
13. On June 19, 2019, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;
IT IS ORDERED by the Commission pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public.
DATED at Toronto on this 25th day of June, 2019.
“M. C. Williams” “Craig Hayman”
Commissioner Commissioner