This transaction represents the largest investment in the seafood industry by an Indigenous group in Canada. Membertou First Nation, in partnership with six other Atlantic Canadian Mi’kmaq First Nations, had the opportunity to partner with Premium Brands—a North American specialty food manufacturer and distributor—to acquire 50% of Clearwater, a global wild-caught seafood company.

The challenge

The deal had many stakeholders, all of whom brought their own needs and goals to the table. The deal represented tremendous opportunity for the consortium of First Nations—but there were important objectives that had to be addressed before we could proceed with confidence that it would benefit our clients and their communities. Most critically, they needed sound financial partners and support from other First Nations.

How we helped

Prepared a financial model to understand valuation and capital structure alternative.

Prepared a financial model to understand valuation and capital structure alternative.

Collaborated with the legal team to provide support in the offer.

Collaborated with the legal team to provide support in the offer.

Facilitated the meetings with other First Nations to assemble the consortium

Facilitated the meetings with other First Nations to assemble the consortium

Worked with the FNFA to negotiate optimal financing

Worked with the FNFA to negotiate optimal financing

Addressed the transaction structure and tax diligence.

Addressed the transaction structure and tax diligence.

Collaborated with Premium to address financial diligence and potential risk.

Collaborated with Premium to address financial diligence and potential risk.

Worked closely with the legal teams of both Membertou First Nation and Premium on legal agreements.

Worked closely with the legal teams of both Membertou First Nation and Premium on legal agreements.

We assembled the best team to address all aspects of the deal—from initial modelling to a successful close. Firstly, we prepared a financial model to understand valuation and capital structure alternatives. We then collaborated with our legal team to provide bid support in submitting the offer. The next step was to engage members of our debt advisory team to work with the First Nations Financing Authority to offer a greater understanding of the deal and develop an advantageous structure. We then addressed the transaction structure and tax diligence—including tax implications. We also collaborated with Premium to address financial diligence and articulate potential risk. Finally, we worked closely with the legal teams of both Membertou First Nation and Premium on the legal agreements, closing, and ongoing post-closing items.

The impact

Our clients benefited from a multidisciplinary team, a consultative mindset, longstanding relationships with other First Nations, expertise across a range of industries and service lines, and a culturally-specific understanding of the communities’ unique needs and perspectives. We helped them see the deal’s financial possibilities, assisted with debt sourcing, and helped support relationships with other stakeholders.

The deal—which was valued at $1B—articulated our purpose to help our clients and communities to thrive. We supported their goals by taking the time to understand our client’s history, perspectives, values, and needs. This deal represents significant promise and possibilities for First Nations communities—both now and for generations to come.

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