On August 14, 2007 Calpine Canada Resources Company (CCRC), a debtor in Calpine Canada's ongoing CCAA proceedings pending before the Court of Queen's Bench of Alberta, completed the sale of its holdings of US$359,770,000 of 8½ per cent senior notes due 2008 (the Notes) issued by its affiliate Calpine Canada Energy Finance ULC, also a debtor in the CCAA proceedings, and guaranteed by Calpine Corporation, a debtor in Calpine Corporation's ongoing Chapter 11 proceedings pending before the United States Bankruptcy Court for the Southern District of New York. The Notes were sold by CCRC to Lehman Brothers Inc., as initial purchaser, and then immediately resold by Lehman Brothers to eligible purchasers pursuant to certain exemptions available under applicable US securities laws. The Notes were sold pursuant to an Order of the Court obtained by CCRC in the CCAA proceedings.
The debtor and seller of the Notes, CCRC, was represented by Toby Austin, CEO of Calpine Canada, and by its restructuring counsel Goodmans LLP, with a team that included Jay Carfagnini, Brian Empey, Joe Pasquariello and Brendan O'Neill (corporate restructuring and insolvency) and Allan Goodman and Jennifer Sernaker (corporate). With assistance from: Hodgson Russ LLP, as US securities counsel to CCRC, with a team comprised of Richard Raymer, Ronald Battaglia Jr. and Sarah Kathleen Topp; McCarthy Tétrault LLP (Calgary) as Canadian securities and Alberta counsel, with a team that included Larry Robinson, Q.C. (corporate restructuring and insolvency) and Bruce MacPhail and Peter Goode (securities); and Charles Reagh of Stewart McKelvey as Nova Scotia counsel.
Lehman Brothers was represented by Jay Swartz and Rob Murphy of Davies Ward Phillips & Vineberg LLP and McDermott Will & Emery, as US counsel, with a team that included Thomas Conaghan and Kenneth Irvin.
The trustee for the Notes, HSBC Bank US, National Association, was represented by Frank Dearlove of Bennett Jones LLP and Pamela Bruzzese-Szczygiel of Kelley Drye and Warren LLP, as US counsel. Ernst & Young Inc. is the Court-appointed Monitor of the Canadian debtors (Murray McDonald and Neil Narfason), represented by Pat McCarthy, Q.C. and Josef Krüger of Borden Ladner Gervais LLP and Ken Coleman of Allen & Overy LLP, as US counsel.