CDP Capital Completes Offering

N-45° First CMBS Issuer Corp., a member company of CDP Capital – Mortgages, completed, on October 30, 2003, an offering of commercial mortgage-backed securities. The value of the offering is $370.6 million. CDP Capital – Real Estate Advisory Inc. was responsible for the financial engineering of the transaction.

Standard & Poor’s, Fitch and Dominion Bond Rating Services Limited (DBRS) required a subordination level of 26.15 per cent to support the AAA rated bonds. All the classes of bonds were offered in the public bond market. The AAA rated classs A-1 and A-2 bonds were sold to more than 25 institutional investors across Canada. The AA and A rated bonds were sold in the retail market. CDP Capital – Mortgages retained the BBB rated and IO class of bonds.

The N-45° series 2003-2 bonds are backed by two mortgage loans on a single real estate asset, Bankers Hall Complex in Calgary, owned by subsidiaries of Brookfield Properties Corp. and British Columbia Investment Management Corp. The loan to value ratio is 60.6 per cent and the debt service coverage ratio is 1.61 x.

The underwriting syndicate was led by RBC Dominion Securities Inc., and included Merrill Lynch Canada Inc., Scotia Capital Inc., National Bank Financial, Deutsche Bank Securities Ltd., Trilon Securities Corp., Desjardins Securities Inc. and Laurentian Bank Securities Inc.

The issuer and promoter were represented by in-house counsel Madeleine Amyot and Jasmine Hinse; and by Blake, Cassels & Graydon LLP, with a team led by Pierre-Denis Leroux (business) in Montreal, and included Stéphane Lalande and Stéphanie Grondin (real estate) and Eric Poole (securities) in Montreal, Rick Dawson and Neil Herle (real estate) in Calgary and Alisa Ruvinsky (taxation) in Toronto.

CDP Capital – Real Estate Advisory was represented by in-house counsel Irene Papavisil. Gespa CDPQ Inc., the master servicer and special servicer was represented by in-house counsel Josée Lebeau and Jasmine Hynse.

The underwriting syndicate was represented by Borden Ladner Gervais LLP in Montreal, with a team led by Rick Shannon (securities), and assisted by Sophie De Koninck (securities) and Brian Schneiderman and Virginia Chan (taxation). S&P was represented by Nadine Young and Kevin Ho of Dechert LLP in London. DBRS was represented by in-house counsel Mark Adams and Christina Ongoma.