Gibson Energy Completes IPO

On June 15, 2011, Gibson Energy Inc. (“Gibson”) completed an initial public offering (the “IPO”) of 31,250,000 common shares for gross proceeds of $500,000,000. The IPO was made through a syndicate of underwriters co-led by BMO Nesbitt Burns Inc., Scotia Capital Inc. and J.P. Morgan Securities Canada Inc., and including TD Securities Inc., RBC Dominion Securities Inc., Citigroup Global Markets Canada Inc., FirstEnergy Capital Corp. and UBS Securities Canada Inc. The underwriters exercised a portion of the over-allotment option granted to them under the IPO to purchase 4,250,000 common shares of Gibson held by R/C Guitar Coöperatief U.A. for gross proceeds to R/C Guitar Coöperatief U.A. of $68 million.

Calgary-based Gibson, is one of Canada's largest independent midstream energy companies.
Concurrently with the closing of the IPO, Gibson closed a series of transactions to refinance its existing indebtedness. Gibson's subsidiary, Gibson Energy ULC (“GE ULC”), entered into new senior secured credit facilities consisting of a term loan facility in an aggregate principal amount of US$650 million and a revolving credit facility of up to US$275 million. The net proceeds of the term loan together with a portion of the IPO proceeds were used by GE ULC and a subsidiary co-issuer to purchase US$557.9 million of the US$560 million outstanding aggregate principal amount of their 11.75 per cent first lien senior secured notes and US$200 million, or all of the outstanding aggregate principal amount of their 10.00 per cent senior notes, in each case tendered pursuant to offers to purchase any and all such notes for cash.

Gibson was represented by Murray Carey, Gibson's Vice President, Secretary and General Counsel and Sean Wilson, Gibson's General Manager, Legal Services and in Canada by Bennett Jones LLP with a team that included Will Osler, John Piasta, Kahlan Mills, Carolyn Simpson and Sandra Malcolm (securities); Pat Brennan, Kieran Ryan and Jeremy Russell (banking) and Alan Rautenberg, Anu Nijhawan and Jay Winters (tax) and in the United States by Latham & Watkins LLP with a team that included Marc Jaffe, Patrick Shannon, Nicholas Luongo, Cheryl Coe, Jennifer Van Driesen, Alison Klein, Manu Gayatrinath, Katherine Putnam and Smriti Nakhasi.

Canadian counsel to the underwriters and lenders was McCarthy Tétrault LLP, with a team comprising Mark Eade, Daniel Sears, T.J. Kang, Robert Nearing, Janet Erskine and Michael Meredith. US counsel to the underwriters and lenders was Cahill Gordon & Reindel LLP, with a team comprising Daniel Zubkoff, Doug Horowitz, Timothy Howell, Jason Lee, Edward Holmes and Kelly Gelfand.