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CCCA_V3No2_Col-DealDevelop-FIN.qxd:CCCA_V1No2_Col-News-V1.qxd 4/27/09 5:46 PM Page 40 AND Canadian Pacific Railway Limited (con’d) On the Deal: For Canadian Pacific Railway in the United States: Andrew Foley, David Huntington and Stan Grigoryev, Paul, Weiss, Rifkind, Wharton & Garrison LLP. For the underwriters in Canada: Pat Finnerty, Ross Bentley and Jeff Bakker, Blake, Cassels & Graydon LLP. For the underwriters in the United States: Chris Cummings, Steven Centra and Adam Lewinberg, by Shearman & Sterling LLP. TimberWest Forest Corp. Details: TimberWest Forest Corp. completed a rights offering pursuant to which TimberWest distributed rights entitling existing holders of its Stapled Units to purchase up to $50 million aggregate principal amount of 9% convertible debentures of TimberWest. TimberWest also completed a private placement of its convertible debentures having economic terms similar to those of the Debentures. The pri- vate debentures were issued to two wholly-owned subsidiaries of an institutional investor. Concurrent with the completion of the rights offering and private placement, TimberWest announced that previously announced amendments to the loan agreement gov- erning its existing credit facilities became effective. As a result of the amendments, TimberWest’s existing $325 million credit facility was replaced with a $250 million three-year revolving credit facility which matures in February 2012. Date: Announced February 11, 2009. On the Deal: For TimberWest: Rich Balfour, Sven Milelli, David Frost, Robin Mahood, Genevieve Pinto, Catherine Anderson and Alice Chen in connection with the Rights Offering and Private Placement and a team including Byran Gibson, Jill Pereira, Craig Shirreff and Conrad Rego in connection with the bank credit amendments, McCarthy Tétrault LLP. For TimberWest: Bruce Sinclair and Kirsten Kjellander, Blake, Cassels & Graydon LLP provided tax advice to TimberWest in con- nection with the rights offering and private placement. For the dealer managers: Paul Mingay, Manoj Pundit, Dyana McLellan and Andrew Bunston (corporate/securities), Larissa Tkachenko (tax) and Bob Owen (forest industry), Borden Ladner Gervais LLP. For the private placement investors: Jonathan McCullough, Gillian Case, Mia Bacic and Kera Rees, McCullough O’Connor Irwin LLP, and Irv Laskin, Heather Ferris, Reinhold Krahn and Valerie Mann, Lawson Lundell LLP. For the senior lenders: David Zacks, Jyotika Reddy, Preetpal Bhamra and Chris Jackson, Blake, Cassels & Graydon LLP. Red Back Mining Inc. Details: Red Back Mining Inc. closed a bought deal public offering of 20,000,000 common shares at a price of $7.50 per share. The under- writers, co-led by Cormark Securities Inc., BMO Capital Markets, GMP Securities LP and Scotia Capital Inc., exercised their over- allotment option in full, resulting in a total of 22,000,000 shares being issued at closing for gross proceeds of $165 million. Date: Closed February 12, 2009. On the Deal: For Red Back: Peter O’Callaghan and Trisha Robertson, Blake, Cassels & Graydon LLP. For the underwriters: John Vettese, Chad Accursi, and Jay King (securities) and Chris Norton (tax), Cassels Brock & Blackwell. City of Vancouver Details: The City of Vancouver completed the purchase from Fortress Credit Co LLC of its construction loan for the development of the Olympic Village in Vancouver. The loan, in the committed amount of $750 million, was made to a subsidiary of Millennium Development Corporation in September 2007. In order to fund the purchase of the loan, the City obtained a special short term line of credit in the amount of $400 million from Bank of Montreal. Date: Completed February 18, 2009. On the Deal: For the City of Vancouver: Bill Aujla, Assistant General Counsel. For the City of Vancouver: Mitchell Gropper, Chris Holmes and Robert Sloman, Farris, Vaughan, Wills & Murphy LLP and Morley Koffman, Koffman Kalef LLP. For the Bank of Montreal: Michael Kalef of Koffman Kalef LLP. For Fortress in Canada: Keith Burrell, Natalie Garton, Colin McIvor, Chris Falk and Kathleen Higgins, McCarthy Tétrault LLP. On the Deal: For Fortress in the United States: Marc Hayutin, Edward Prokop and Michael Woodhouse, Sidley Austin LLP. For Millennium: John Third, Fraser Milner Casgrain LLP. ING Group Details: ING Group completed a $2.16 billion secondary offering of ING Canada shares. Date: Completed February 19, 2009. On the Deal: For ING Group: Davies Ward Phillips & Vineberg LLP. CNPC International Ltd Details: CNPC International Ltd., a wholly-owned subsidiary of China National Petroleum Corporation, offered to acquire all the out- standing common shares of Verenex Energy Inc. by way of a take-over bid for approximately C$499 million. Date: Announced on February 26, 2009. 40 CCCA Canadian Corporate Counsel Association SUMMER 2009