Air Canada's Sale of US$300M and €100M Senior Notes

On March 15, 2001, Air Canada completed the sale, by private placement in the United States, Europe and Canada, of US$300 million and €100 million principal amount of 10.25 per cent senior notes due 2011.

The offering, led by Goldman Sachs & Co. and the syndicate, also included BMO Nesbitt Burns Corp., CIBC World Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, RBC Dominion Securities Corporation, Salomon Smith Barney Inc., Scotia Capital (USA) Inc., HSBC Securities (USA) Inc. and NBC International (USA) Inc. On April 23, 2001, the company filed a preliminary prospectus with the Quebec Securities Commission and a registration statement with the United States Securities and Exchange Commission under the multi-jurisdictional disclosure system to register new 10.25 per cent senior notes. These notes are being offered in exchange for a like principal amount of privately placed senior notes. The company used the net proceeds received from the sale of the senior notes to repay existing indebtedness.

Canadian counsel to Air Canada was Stikeman Elliott, with a team that consisted of Jean Marc Huot, Louis Morisset and Benoît Dubord (corporate and securities matters), Robert Hogan (tax) and Mirko Bibic (regulatory). Air Canada’s US counsel was Skadden, Arps, Slate, Meagher & Flom LLP, represented by Christopher Morgan, Michael Smith and Jonathan James. Shearman & Sterling, represented by Brice Voran and David Wilson, acted as US counsel for the underwriters.