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CCCA_V6No2_Col-DealDevelop-FIN_CCCA_V6No1_Col-DealDevelop-V1.qxd 5/24/12 12:28 AM Page 45 Perseus Mining Limited AND Details: Perseus Mining Limited (Perseus) completed a bought deal offering of 25,000,000 ordinary shares on November 2, 2011, and a subsequent issuance of 3,750,000 ordinary shares upon the exercise of the over-allotment option on November 14, 2011, for gross proceeds of $93,437,500. The syndicate of underwriters was co-led by Clarus Securities Inc., Dundee Securities Ltd. and CIBC World Markets Inc., and included Macquarie Capital Markets Canada Ltd., BMO Nesbitt Burns Inc., Cormark Securities Inc. and Canaccord Genuity Corp. The offering was conducted as a prospectus offering in Canada and a private placement in the US. Date: November 2, 2011, and November 14, 2011. On the Deal: For Perseus in Canada: Joanna Cameron, Lana Shipley (securities) and Leonard Glass Joanna Cameron, Hellen Siwanowicz, Lawson Lundell LLP McMillan LLP (tax), Lawson Lundell LLP. For the syndicate of underwriters: Hellen Siwanowicz, Jason Chertin (securities), Herb Ono (US securities) and Michael Friedman (tax), McMillan LLP. Atlantic Power Corporation Details: Atlantic Power Corporation (“Atlantic Power”), pursuant to a plan of arrangement under the Canada Business Corporations Act, acquired all of the outstanding partnership units of Capital Power Income L.P. (“CPILP”) held by unitholders of CPILP other than Capital Power Corporation (“CPC”) and acquired from EPCOR Utilities Inc. and CPC all of the shares of CPI Investments Inc., a corporation that owned approximately 29 per cent of the outstanding units of CPILP. Each partnership unit was acquired for $19.40 in cash or 1.3 Atlantic Power common shares, resulting in an aggregate pur- chase price of approximately $1.1-billion, which was satisfied by the pay- Michael Hickey, Michael Matheson, Steve Furlan, Blake, Cassels & Osler, Hoskin & McCarthy Tétrault LLP ment of $506.5-million of cash and the issuance by Atlantic Power of Graydon LLP Harcourt LLP approximately 31.5 million common shares. The transaction closed on November 5, 2011. In connection with the closing of the acquisition, CPILP sold its two North Carolina biomass plants to CPC for a pur- chase price of approximately $121-million. The cash portion of the purchase price was financed by an equity offering of $168-million and a high yield note offering of US$460-million. On October 19, 2011, Atlantic Power completed a public offering of 12,650,000 common shares of Atlantic Power that included 1,650,000 common shares issued pursuant to the exercise in full of the underwriters’ over-allot- ment option at a purchase price of US$13.00 or $13.26 per common share for aggregate gross proceeds of approximately $168-million. The underwriting syndicate included TD Securities Inc., Morgan Stanley & Co. LLC, BMO Nesbitt Burns Inc., Desjardins Securities Inc., Scotia Capital Inc. and Macquarie Capital Markets Canada Ltd. On November 4, 2011, Atlantic Power completed a private placement of US$460-million of its 9 per cent senior notes due 2018. Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Macquarie Capital (USA) Inc. acted as the lead agents. In connection with the closing, Atlantic Power entered into an amended and restated senior secured credit agreement with Bank of Montreal, Union Bank, Toronto Dominion and Morgan Stanley, pursuant to which Atlantic Power increased its capacity under its existing credit facility from US$100-million to US$300-million on a senior secured basis. Date: Closed November 5, 2011, (acquisition), November 4, 2011, (note offering) and October 19, 2011 (equity offering). On the Deal: With respect to the acquisition: For Atlantic Power: Bill Gorman, Bob Vaux, Gesta Abols, Kirk Rauliuk, Brian Savage, Geoff Cowper-Smith, Lauren MacLeod (corporate/M&A); Jon Northup, David Veneziano and Mark Tozer (tax); Dan Gormley (energy/M&A); Peter Ruby and Danny Cappe (energy/regulatory); Ira Barkin and Andrea Fellows (real estate); Jana Steele (pensions); Michelle Dobranowski (employment & labour); Joel Schachter (Investment Canada); Richard Annan (competition) and Jason Wadden (litigation), Goodmans LLP. For CPILP (by its manager): Bill Gilliland, Toby Allan and Felicia Bortolussi (corporate/M&A); Stephanie Campbell (banking); Helen Newland, Vivek Bakshi and Ron Stuber (energy); Anne Calverley (tax); Joe Hunder (employment); Mary Picard and Mark Dunsmuir (pensions); Andrew Salem (real estate); Sandy Walker (Investment Canada and competition) and Brian Foster (litigation), Fraser Milner Casgrain LLP; Crispin Arthur and Matthew Hall (corporate/M&A), Norton Rose Canada LLP; and Richard Shaw, QC, Richard A. Shaw Professional Corporation. With respect to the equity offering: For Atlantic Power: Bill Gorman, Kirk Rauliuk and Brian Savage (corporate/securities) and Jon Northup and David Veneziano (tax), Goodmans LLP. For the underwriters: Jeffrey Lloyd, Brendan Reay and Michael Hickey (corporate/securities) and Ron Richler and Edward Miller (tax), Blake, Cassels & Graydon LLP. With respect to the high yield note offering: For Atlantic Power: Bill Gorman, Caroline Wang, Brian Savage and Emily Ting (corporate/securi- ties); Mark Surchin (banking) and David Veneziano (tax), Goodmans LLP. For the agents: Michael Matheson and Andrew Herr (banking) and Desmond Lee (corporate/securities), Osler, Hoskin & Harcourt LLP. With respect to the credit facility: For Atlantic Power: David Nadler, Mark Surchin, Caroline Wang and Emily Ting (banking), Goodmans LLP. For the Bank of Montreal as administrative agent for the lenders: Stephen Furlan, Ana Badour and Emily Ng (banking), McCarthy Tétrault LLP. ÉTÉ 2012 CCCA Canadian Corporate Counsel Association 45