Fairmont Hotels & Resorts Completes Plan of Arrangement

On May 11, 2006, Fairmont Hotels & Resorts Inc. was acquired by an affiliate (the Purchaser) of Kingdom Hotels International and Colony Capital, LLC. This acquisition was the culmination of a complex series of transactions that commenced in November 2005 when Fairmont undertook a review of options for enhancing shareholder value. In November 2005, affiliates of Carl Icahn had announced their intention to make a partial takeover bid for 51 per cent of the shares of Fairmont. Following a lengthy process, Fairmont agreed with the Purchaser to a transaction under which all of its shares were to be acquired under a plan of arrangement under the Canada Business Corporations Act (the Plan of Arrangement).

Fairmont's shareholders approved the transaction on April 18, 2006, and the Ontario Superior Court of Justice approved the Plan of Arrangement on April 20, 2006. Under the terms of the Plan of Arrangement, Fairmont's shareholders received US$45 in cash for each Fairmont common share held.

In conjunction with the completion of this transaction, the Fairmont and Raffles hotel portfolios were combined, transforming the companies into a global hotel leader headquartered in Toronto, with 120 hotels in 23 countries under four brands (Fairmont, Raffles, Swissotel and Delta). The transaction was valued at approximately US$4.5 billion.

In connection with the transaction, the Purchaser made a tender offer for Fairmont's outstanding 3.75 per cent convertible senior notes due 2023 (the Notes). Approximately 99 per cent of the $270 million aggregate principal amount of issued and outstanding Notes were tendered to the offer.

Fairmont's legal team was led by Terence Badour, executive vice-president, law and administration, with assistance from Thomas Griffiths, Barbara Kilner (who led the complex real estate transactions), Stuart Miller and Paula McMullan of Fairmont's legal department. Fairmont was assisted by McCarthy Tétrault LLP with a team led by Phil Moore that included Blair Cowper-Smith, David Woollcombe, Anna Tosto, Iain Morton, Robert Hansen, Lara Nathans and Janie Lin (business), Gabrielle Richards, Brian Pel and Gwen Watson (tax) and Oliver Borgers (competition). The real estate team at McCarthy Tétrault was led by Godyne Sibay and included Gordon Sato, Gordon Willcocks, Paul Jachymek, Bram Green and David Bross in Toronto, Craig Shirreff and David Crane in Vancouver, Gene Durand and Crispin Arthur in Calgary, and Louis-Martin Dubé, Stéphane Lalande and Annie Gagnon-Larocque in Montreal, and Chris Falk (tax) in Vancouver. Skadden, Arps, Slate, Meagher & Flom LLP represented Fairmont in the US, with a team that included Morris Kramer, David Friedman, Tom Greenberg and Ivana Vujic. The special committee of Fairmont's board of directors was represented by William Orr and Aaron Atkinson of Fasken Martineau DuMoulin LLP.

Kingdom was represented by Hogan & Hartson LLP in the US with a team led by Bruce Gilchrist that included Eve Howard and Kevin Harrington (corporate), Nancy O'Neil (tax), Lee Berner, Alex Cobey and Elizabeth Ghauri (real estate/finance) and Michele Harrington and Mariabruna Fimognari (competition); and by Stikeman Elliott LLP in Canada with a team led by Pierre Raymond that included Marc Barbeau, Kevin Kyte, Benoît Dubord, Maxime Turcotte and Vanessa Coiteux (corporate), Guy Masson and Franco Gadoury (tax), Viateur Chénard, Valérie Mac-Seing and Rachel Hutton (real estate), Patrick Benaroche (labour), Gary Nachshen (pension), Michel Gélinas (Investment Canada), Peter Howard (litigation) and Stephen Hamilton (competition).

Colony's legal team was led by Ronald Sanders, principle & general counsel, with assistance from Willkie Farr & Gallagher LLP in the US with a team led by Thomas Cerabino that included Adam Turteltaub, Lindsay Silber and Christopher Freeland (corporate), Richard Reinhold and Ariel Assa (tax) and Gary Litke, Aileen Moyano and Leah Harary (real estate); and by Goodmans LLP in Canada with a team led by William Rosenfeld with Sheldon Silver, who led the tax team, that included Michael Partridge and Shevaun McGrath (corporate), Tom Macdonald and Ken Herlin (real estate), Carrie Smit and Glenn Ernst (tax), Richard Annan (competition) and Joel Schachter (Investment Canada).

Financing for the acquisition in the amount of $3.715 billion was provided by a syndicate of lenders led by Citibank N.A. The lenders were represented by the New York office of Clifford Chance LLP with a team that included Eli Weber, Pamela Czewska, Jason Young, Kyle Barry, Daniel Winick and Elizabeth Perez (banking), Steven Rosenzweig, David Djaha, David Schumeister and Laurie Nelson (real estate) and Avrohom Gelber (tax); and in Canada by Osler, Hoskin & Harcourt LLP with a team that included Richard Pratt, Heather McKean, Constantine Troulis, Mark Rasile, Keith Lau and Deepesh Daya (banking), Monica Biringer (tax) and Shelley Munro and Myriam Sarrazin (real estate). Gordon Baird, Julie Ouellon-Wente, Daniel Bornstein and Jamie Orzech in Toronto, and Colin McIvor in the Vancouver office of McCarthy Tétrault LLP assisted Fairmont with the financing.

The Purchaser and Colony were represented in the financing by William Hiller, Jeni Pepper, Ajanaclair Lynch, Kirsten Taylor and Adam Shulman of Willkie Farr & Gallagher, and in Canada by Dan Gormley, David Wiseman and Rosella Santilli of Goodmans. Kingdom was represented in the financing by Marc Barbeau and Valérie Mac-Seing of Stikeman Elliott.

Goodman and Carr LLP's Aubrey Kauffman and Stuart Brotman (litigation) and Laurence Geringer (corporate) acted for a group of noteholders, who held approximately US$145 million aggregate principal amount of the Notes. The group initially challenged the sanctioning of the Plan of Arrangement by the court, but withdrew its opposition upon the Purchaser agreeing to increase its tender offer for the Notes by US$2.50 for each $1,000 principal amount of the Notes.