City of Toronto Monetizes City Note and Completes Secondary Offering

On April 1, 2010, the City of Toronto monetized its interest in an amended and restated promissory note dated May 1, 2006 (“City Note”) under which Toronto Hydro had approximately $490.1 million of indebtedness outstanding to the City of Toronto. Concurrent with the closing of the transaction, the City Note was converted, in accordance with its terms, into debentures of Toronto Hydro with an aggregate principal amount of approximately $490.1 million, which were offered for sale by a syndicate of underwriters led by RBC Dominion Securities Inc., CIBC World Markets Inc. and Scotia Capital Inc. and issued by Toronto Hydro under the terms of an existing trust indenture as supplemented to effect the secondary offering. The transaction represents one of the largest secondary offerings completed in the debt capital markets.

Cassels Brock & Blackwell LLP acted for the City of Toronto under the direction of Lorraine Searles-Kelly, Solicitor, Municipal Law. The Cassels Brock team included Erik Goldsilver, Heather Zordel and Charles Newman.

McMillan LLP acted for Toronto Hydro under the direction of in-house counsel Lawrence Wilde (Vice President, General Counsel and Secretary). The McMillan team included Sean Farrell, Mary-Ann Haney, Wendy Chun and Andrew Stirling.

Blake, Cassels & Graydon LLP acted for the underwriters with a team including Kenneth Pearce, Les Wong, Leslie Johnson and Norbert Knutel.