February 22, 2018

Cara Completes Merger with Keg Restaurants Ltd.

Goodmans LLP represented Vancouver-based Keg Restaurants Ltd. (“KRL”) in the completion of its merger with Cara Operations Limited (TSX: CARA) ("Cara"). KRL is the owner/operator and franchisor of casual dining steakhouse restaurants operating under the trade name "The Keg Steakhouse & Bar" in Canada and in select markets in the United States. Cara paid KRL's shareholders, Fairfax Financial Holdings Limited ("Fairfax") and Mr. David Aisenstat, an aggregate purchase price of $200 million comprised of $105 million in cash and 3,801,123 Cara subordinate voting shares.

Mr. Aisenstat continues as the President and CEO of KRL and assumes oversight of Cara's higher-end casual brands – Bier Markt, the Landing Group of restaurants and Milestones restaurants. Bill Gregson remains as CEO of Cara as well as Chairman of the Cara Board of Directors. Mr. Aisenstat will join the Cara Board of Directors as Vice-Chairman. At a future date, Cara intends to change its corporate name to reflect its new business composition that has evolved since 2013 with the growth from 5 to 16 brands over the same period.

The Keg will continue to operate as it has previously under Mr. Aisenstat's leadership and the The Keg Royalties Income Fund (the "Fund") remains in its current form and will continue to receive royalties from The Keg restaurants operated by KRL.

Cara is Canada's oldest and largest full"service restaurant company. Cara franchises and/or operates some of the most recognized brands in the country including Swiss Chalet, Harvey's, St"Hubert, Milestones, Montana's, Kelseys, East Side Mario's, New York Fries, The Burger's Priest, Prime Pubs, Original Joe's, State & Main, Elephant & Castle, Bier Markt, Landing Group of restaurants and Pickle Barrel.

"Goodmans is great to work with, distilling very complicated issues and matters to their actionable essence." — Chambers Global
Goodmans LLP continues to be a leader in the corporate and M&A space, bringing strength to advising major multinational corporates and financial institutions involved in high-value, multi-jurisdictional M&A, reorganisations and corporate governance matters. — The Legal 500 Canada
Goodmans have excellent subject matter expertise and actionable strategy and advice. They give deep confidence of their ability to capably handle complex and sophisticated matters. — Chambers Canada
The corporate and commercial team has impressive depth with experienced and highly skilled counsel at all relevant levels, from senior partner to junior associate. — Chambers Canada
The Corporate/Commercial team at Goodmans make it seem as though we are their only client. They are our go-to external corporate-commercial counsel. — Chambers Canada
Clients note, "They have a good team of very experienced lawyers who know the process, " adding, "They have a good bench strength." — Chambers Canada
Clients note, "They get our business and what we're trying to accomplish. It's not just technical advice." — Chambers Canada
One interviewee reported, "The Goodmans team as a whole is excellent," adding: "The lawyers are very responsive and get the job done. It is of great assurance to have them as our legal advisers." — Chambers Canada
One client noted, "...they handled a very complicated transaction involving many jurisdictions and did a very good job. They are always able to make comparative decisions through a relatively simple way and try to balance risk and find solutions." — Chambers Canada
Clients note, "The client service at Goodmans has always been excellent, and they are very deep from a corporate and financing perspective." — Chambers Global
Interviewees praise the firm's work on cross-border matters, saying: "The team's coordination is superb, its work ethic unparalleled and the service excellent." — Chambers Global
One client noted, "very strong legal minds, focus in on the business issues...good communicators, include my internal team as much or as little as we may want on a particular project." — IFLR1000
....punches above its weight for big-ticket M&A in Canada, recently advising on substantial transactions in mining, energy, technology and cannabis sectors. — Chambers Global
Clients commend Goodmans for being, "very entrepreneurial in their culture, in addition to being able to provide sophisticated and excellent legal assistance." — Chambers Canada

Practices

Industries

Cara Completes Merger with Keg Restaurants Ltd.

Site Search

Cara Completes Merger with Keg Restaurants Ltd.

Expertise

Featured Work