Capital reorganization of Partners Value Investments

In July 2016, Partners Value Investments Inc. (PVI) completed a capital reorganization resulting in shareholders of PVI owning a limited partnership interest in a new Ontario limited partnership, Partners Value Investments LP (PVLP), and PVI becoming a wholly-owned subsidiary of PVLP. Under the reorganization, all of the issued and outstanding common and non-voting shares of PVI were exchanged for one equity limited partnership unit and 0.2719 Class A preferred limited partnership units of PVLP. Shareholders also received one purchase warrant for each PVI share held. The limited partnership units and the purchase warrants are listed on the TSX-V. The purchase warrant will entitle the holder thereof to purchase one exchangeable share issued by PVI for every five warrants held by such holder for a period of 10 years at a price of 125% of the volume weighted average trading price of the common shares on the TSX-V. The exchangeable shares will be exchangeable for equity LP units of PVLP at the option of the holder. Upon closing, the common shares of PVLP’s general partner were owned by Partners Limited, which currently owns approximately 49% of PVI, and six other individuals who are each shareholders of PVI and hold a meaningful economic interest in the company. The board of directors of PVI formed a special committee of directors (the Special Committee), each of whom is independent from PVI, its management, PVLP, its general partner, and their affiliates, to consider the proposed reorganization. After careful consideration, including consultation with its independent legal and financial advisors, the Special Committee concluded that the proposed reorganization is fair to shareholders (excluding shareholders who are also shareholders of the general partner of PVLP) and is in the best interests of PVI. The Special Committee unanimously recommended that the PVI board of directors approve the definitive agreement governing the transaction, and recommend that shareholders vote in favour of the transaction. Fasken Martineau advised the PVI Special Committee, with a team that included Aaron Atkinson, Tracy Hooey, Mitch Thaw and Jesse Bertollo.