Alimentation Couche-Tard Acquires Circle K

Quebec-headquartered Alimentation Couche-Tard Inc. became the fourth largest convenience store operator in North America through the acquisition of Pheonix, Arizona-based Circle K Corp. from ConocoPhillips Company. The deal closed on December 17, 2003. The total consideration of US$803.8 million and approximately US$7.9 million of assumed debt along with the refinancing of Couche-Tard’s exisiting indebtedness, were financed by a combination of the issuance of $223.6 million of subscription receipts placed on a private placement basis by National Bank Financial; the issuance of US$350 million of 7 1/2 per cent senior subordinated notes due in 2013 guaranteed by Couche-Tard and other subsidiaries underwritten by CIBC World Markets Corp., Scotia Capital (USA) Inc. and NBF Securities (USA) Corp. on a US Securities and Exchange Commission Rule 144A private placement basis; and senior credit facilities of approximately US$620 million from a syndicate of banks comprised of National Bank of Canada, the Bank of Nova Scotia and Canadian Imperial Bank of Commerce.

Alimentation Couche-Tard was represented by Davies Ward Phillips & Vineberg LLP, with a team that included Maryse Bertrand, Michel Pelletier, Sébastien Thériault, Philippe Johnson, Olivier Désilets, Brian Bloom, Bogdan Catanu, Jeremy Spry and Marc Trottier in Montreal; Gerald Shepherd, Marc Berger, Jennifer Toone, Harry Heching, Denis Frawley, Christian Lucky, Hal Adrion, Peter Glicklich, Michele Alexander, Corinne Weissberg and Bari Zahn in New York; and Scott Hyman, Mark Connelly, Gray Taylor, Kent Beattie, Patricia Olasker, Christian Gauthier and Brooke Jamison in Toronto.

ConocoPhillips was represented by Cleary, Gottlieb, Steen and Hamilton in New York, with a team that included Laurent Alpert, George Cary, Brian Byrne, Rick Bidstrup, Brandon Gardner, Lillian Rice, Jason Factor, Pam Nadler and Edward Saad.

The underwriting and banking syndicates were represented in Canada by Fasken Martineau DuMoulin LLP, with a team that included Marc Novello, Robert Girard, Johanne Chambers, Angela Onesi, Martin Racicot, Benoit Dupuis and Ali Martin-Mayer in Montreal and John Abraham and Belinda James in Toronto.

National Bank Financial was represented by Brian Davis, Patrice Walch-Watson, Kathleen Keller-Hobson and Andy Beck of Torys LLP for the private placement of subscription receipts. In the US the underwriting syndicate was represented by Cahill, Gordon & Reindel LLP in New York, with a team led by Roger Meltzer, John Papachristos, Robert Hallman, Adam Dworkin and Jamie Knox; and the banking syndicate was represented by Mayer, Brown, Rowe & Maw LLP in Chicago, with a team that included Andrew Mattei, Ron Franklin, Evan Gianoukakis, Grace Avedissian and Andy Bettwy.