Fairmont Hotels & Resorts Completes Financing

On December 8, 2003, Fairmont Hotels & Resorts Inc. completed the issuance and sale of convertible senior notes totalling US$270 million aggregate principal amount, including US$25 million of notes that were acquired by the initial purchasers of the notes pursuant to an option granted by Fairmont. The notes were offered on a private placement basis to qualified institutional buyers in accordance with Rule 144A under the US Securities Act of 1933 and were not offered or sold in Canada. Citigroup Global Markets Inc., UBS Securities LLC, Deutsche Bank Securities Inc., JP Morgan Securities Inc. and Morgan Stanley were the initial purchasers of the notes.

Fairmont was represented in-house by Terence Badour, executive vice-president, law and administration, and corporate secretary; and Brian McDiarmid, vice-president and treasurer; and assisted in Canada by McCarthy Tétrault LLP, with a team that included Philip Moore, David Woollcombe, Stu Miller and Lara Nathans (securities/corporate) and Gabrielle Richards and John Yuan (tax); and in the US by Sidley Austin Brown & Wood LLP in Chicago, with a team that included Steven Sutherland, John Kelsh and Ryan Stahl and Jenny Lauth (securities/corporate) and Robert Wootton and Richard Weicher (tax).

The initial purchasers were represented in Canada by Blake, Cassels & Graydon LLP, with a team that included Frank Arnone, Anoop Dogra and Erica Young (securities), Sam Principi (debt capital markets), Leslie Morgan and Jeff Trossman (tax) and Chris Huband and Thomas von Hahn (real estate); and by Davies Ward Phillips & Vineberg LLP, acting as special Canadian counsel, with a team that included Patricia Olasker and Brian Calalang (securities) and Ron Wilson (tax); and in the US by Shearman & Sterling LLP, with a team that included Brice Voran, Jason Lehner, Jennifer Mazin and Carole Dagher.