Calpine Canada Closes Asset Dispositions

Calpine Canada Natural Gas Partnership, an affiliate of U.S.-based Calpine Corporation, completed two dispositions of western Canadian oil and natural gas assets. In the first transaction, which closed on August 30, 2002, Calpine Canada completed the disposition of oil and natural gas assets in the Medicine River area of Alberta, valued at $125 million, to NAL Energy Inc. and MLI Resources Inc.

In the second transaction, Calpine Canada completed a disposition of substantially all of its oil and natural gas assets in north eastern B.C., to Pengrowth Corporation for $387 million. The consideration for this transaction was structured to provide 60 per cent cash to Calpine Canada, with the remainder paid through the purchase and tendering by Pengrowth of outstanding Calpine Corporation U.S. bonds acquired in the open market. As part of this transaction, Pengrowth also acquired 37 employees of Calpine Canada, specified seismic rights and a royalty over certain assets in B.C. that were excluded from the transaction. Calpine Canada retained a call on all production from the assets acquired by Pengrowth and also reserved a royalty over the assets to itself. This transaction closed on October 2, 2002.

Heenan Blaikie LLP in Calgary represented Calpine Canada, with a team comprised of Michael Black, E. Mitchell Shier and Nolan Hindmarsh (energy), Roderick Ferguson (securities) and Kate Morisset (labour and employment). The Heenan Blaikie team worked under the guidance of in-house counsel Charlie Casey, Calpine Canada, and Mike Hickey, Calpine Corporation. In the U.S., Calpine was represented by Bruce Bennett of Covington & Burling in New York.

NAL Energy and MLI Resources were represented by Robert Desbarats and Heather Smith of Bennett Jones LLP, and by Rory Polson of Burnet, Duckworth & Palmer LLP.

Pengrowth was represented also by Bennett Jones, with a team comprised of Donald Greenfield, Patrick Maguire, Cameron Chiasson and Jacqueline Cullen. In the U.S., Pengrowth was represented by John Whelan of Carter Ledyard & Milburn LLP in New York.