NordStar Capital LP entered into an arrangement agreement to acquire Torstar Corporation (TSX:TS.B) from Hamblin Watsa Investment Counsel Ltd., Daryl Aitken, John Honderich, Elaine Berger and others for CAD 54.4 million on May 26, 2020. NordStar will acquire all of the issued and outstanding Class A shares and Class B non-voting shares of Torstar for CAD 0.63 in cash per share. As per amended filing on July 11, 2020, NordStar Capital LP entered into an arrangement agreement to acquire Torstar Corporation from Hamblin Watsa Investment Counsel Ltd., Daryl Aitken, John Honderich, Elaine Berger and others for CAD 63.9 million. The offer per share increased to CAD 0.74 per share. The amended purchase price constitutes an increase of 17.5% from the CAD 0.63 per Share payable under the original NordStar agreement. The trustees of the Torstar Voting Trust and HWIC have advised the Torstar Board of Directors of their intent not to support such unsolicited offer from the private investor group and the Board determined in good faith that (1) the unsolicited offer from the private investor group would not be able to constitute a "Superior Proposal" under the NordStar Agreement, and (2) the NordStar Agreement, as amended by the Amendment, is in the best interest of the company and to recommend that Torstar shareholders vote in favour of the NordStar transaction. Upon completion of the transaction, Torstar will be taken private. Following the closing, the Class B non-voting shares are expected to be delisted from the Toronto Stock Exchange and Torstar expects that it will cease to be a reporting issuer under applicable Canadian securities laws. NordStar has agreed to pay Torstar a fee of CAD 3.5 million if NordStar willfully breaches the arrangement agreement, or if after all other conditions to the closing of the transaction have been satisfied or waived, NordStar does not pay the aggregate purchase price of the transaction. Torstar will pay NordStar a termination fee equal to CAD 2 million. NordStar has advised that David Peterson has agreed to be appointed as Vice Chair of the Toronto Star, one of the business of Torstar, following completion of the transaction. Completion of the transaction is subject to customary conditions, including receipt of court approval and compliance with the Competition Act (Canada), Torstar shareholders’ approval and regulatory approval. The special meeting of shareholders of Torstar Corporation expected to be held in mid-July 2020 to approve the transaction. The transaction was unanimously recommended by a special committee of Torstar's Board of Directors and approved by the Board. As on June 18, 2020, an interim order by the Ontario Superior Court of Justice (Commercial List) was granted regarding the Arrangement. An application for the Final Order approving the Arrangement is expected to be heard on July 23, 2020 before the Ontario Superior Court of Justice (Commercial List). On June 23, 2020, the Commissioner of Competition issued an advance ruling certificate with respect to the Arrangement. As of July 11, 2020, Hamblin Watsa Investment Counsel Ltd., John Honderich, Elaine Berger have entered into voting support agreement in connection with the transaction. The transaction has been approved by the shareholders of Torstar on July 21, 2020. As of July 27, 2020, the transaction was approved by the Ontario Court as the arrangement was considered fair and reasonable. Assuming the timely receipt of all required approvals, the transaction is expected to close in the third quarter of 2020. As of June 29, 2020, the arrangement is expected to close on or about July 28, 2020. As of July 28, 2020, the transaction is expected to close on or about July 30, 2020. As of July 29, 2020, the transaction expected to close on or about July 30, 2020 has been delayed. Blair Franklin Capital Partners Inc. and Marckenz Group Capital Partners served as financial advisors and fairness opinion provider to Torstar. Blair Franklin Capital Partners Inc. and Marckenz Group Capital Partners have provided the opinion to the Torstar special committee on the transaction to be fair from a financial point of view. Jeff Lloyd, Eric Moncik, Shlomi Feiner, Ryan Morris, Paul Stepak, Brian Facey, Cassandra Brown, Alexis Levine, Anna Abbott, Caroline Helbronner, Sean Maxwell and Christopher Hunter of Blake, Cassels & Graydon LLP is legal counsel to Torstar. RBC Capital Markets is acting as financial advisor to NordStar. Walied Soliman, Evelyn Li, Paul Fitzgerald, Kristopher Miks, Christopher Horte, C. Nicole Sigouin, Adrienne F. Oliver, Ruth I. Wahl, Orestes Pasparakis, Andrew McCoomb, Kevin Ackhurst, Richard J. Charney, Anne K. Gallop, Elizabeth Williams, Oliver Moore, Andrew Schafer, Kathy Snow, Fiorella Bellissimo, Julie Packer and Todd Schroeder of Norton Rose Fulbright Canada LLP acted as the legal advisor to NordStar. AST Trust Company (Canada) acted as depository bank and transfer agent for Torstar. David Chaikof and Thomas Yeo of Torys LLP acted as legal advisor for Fairfax Financial Holdings Limited, a parent of Hamblin Watsa Investment Counsel Ltd. NordStar Capital LP completed the acquisition of Torstar Corporation (TSX:TS.B) from Hamblin Watsa Investment Counsel Ltd., Daryl Aitken, John Honderich, Elaine Berger and others on August 5, 2020. The class B non-voting shares of Torstar Corporation are expected to be delisted from the Toronto Stock Exchange at the close of business on August 6, 2020. Torstar will apply to cease to be a reporting issuer under applicable Canadian securities laws. Following the completion of the transaction, Torstar became a wholly-owned subsidiary of NordStar. Upon closing of the transaction, NordStar owns and controls 9,803,535 Class A shares and 71,615,373 Class B non-voting shares of Torstar representing 100% of the issued and outstanding shares of Torstar. Canso Investment Counsel, Ltd. provided debt financing to NordStar Capital. Mark Rasile, Kristopher Hanc and Dom Sorbara of Bennett Jones LLP acted as the legal advisor to Canso Investment Counsel. Gary Girvan represented the Torstar Voting Trust, a significant shareholder of Torstar in the transaction. Derek Bulas, general counsel of Fairfax Financial Holdings Limited, represented Fairfax in the transaction.