Clean Power Completes Landfill Gas Facilities Investment

Clean Power Income Fund completed its US$94 million indirect investment in Gas Recovery Systems Inc. (GRS), the largest independent landfill gas recovery power generator in the U.S. and a leader in the development of the North American landfill gas industry. The deal closed on October 31, 2002. Two wholly owned subsidiaries of the fund provided subsidiaries of Probyn Eastman Environmental Trust, an independent trust that was formed to indirectly purchase GRS, with substantially all of the funds required to purchase all the shares of GRS. The fund’s investment was financed through a $135 million bank facility from a syndicate of lenders, led by The Bank of Nova Scotia and including Bank of Montreal and National Bank, and a $35 million special warrant offering.

On November 13, 2002, the fund completed a $75 million subscription receipt offering, the proceeds of which were used to repay a portion of the bank facility. The syndicate of underwriters for each of the special warrant offering and the subscription receipt offering was led by Scotia Capital Inc., and included BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc. and National Bank Financial Inc.

McCarthy Tétrault LLP represented the fund, with a team led by David Lever and Chris Hoffman, and including Michael Weizman, Tallat Hussain and Seán O’Neill (energy), Garth Girvan, Daryl McLean, Iain Morton, Lee Jackson, Paula McMullan, Manfred Lam, Anne Feehely, Lynn Parsons and Aimée Downey (corporate), Jim Archer, Gordon Baird and Justin Lapedus (banking), Frank DeLuca, Peter Goode, Tara Cutler and Suzanne Murphy (securities), Bram Costin (real estate) and Peter Harris, Q.C. (tax). Stuart Blyth and Gregory Liakopoulos in Calgary and Elizabeth Vogt in Vancouver provided assistance on real estate matters.

Canadian and U.S. tax advice to the fund was provided by Ernst & Young LLP, and by Roger Taylor and Paul Lefebvre of Couzin Taylor LLP (affiliated with Ernst & Young), and by Jim Wilson of Wilson & Partners (affiliated with PricewaterhouseCoopers LLP).

J. Philip Dawson and Barbara Worndl (tax) of Aird & Berlis LLP acted for the vendors of the GRS shares. Keith Howard and Kristen Thall Peters of Cooper, White & Cooper LLP acted for the vendors in the U.S.

Borden Ladner Gervais LLP acted for the syndicate of lenders, with a team that included Joanne Foot, Murray Shopiro, James Mathers, Bruce Fowler, Stephen Redican, Carlyn Klebuc, Bindu Pendala and Jenette Boycott in Toronto; Tim Sehmer and Mary Jo Campbell in Vancouver; and Marilyn Paterson in Calgary. Mayer, Brown, Rowe & Maw LLP was U.S. counsel to the syndicate of banks, with a team that included Thomas Mullen, John Lawlor and Massimo Capretta.

Blake, Cassels & Graydon LLP acted as counsel to the underwriters, with a team that included Jeffrey Lloyd, Brendan Reay, James Clarke, Markus Viirland, Neil Kothari, John Bursic and Pascal Ouimet (corporate/securities), Peter Lee (tax), Sam Principi (banking) and David O’Brien (real estate). U.S. advice to the fund was provided by Bell, Boyd & Lloyd LLC in Chicago, with a team led by Craig Walker and including Mike Ohm, Tom Carey and Thor Ketzback (environmental/regulatory), Sandra Waldier and Tim Grant (real estate) and Ken Peterson and Mike Horner (banking).