Verizon Sells Interest in TELUS

On December 14, 2004, Verizon completed the second largest secondary offering in Canadian history by selling its approximately 21 per cent equity stake in TELUS through an underwriting syndicate led by Merrill Lynch & Co., Morgan Stanley and RBC Capital Markets for gross proceeds of over C$2.2 billion. The other managing underwriters included CIBC World Markets, Citigroup, Scotia Capital, TD Securities, HSBC Securities and JP Morgan Securities. The 48.55 million common shares and 24.94 million non-voting shares comprising the secondary offering were publicly offered at C$31.02 (US$25.97) and C$29.55 (US$24.74) per common share and non-voting share, respectively. Concurrently, the two companies adjusted their business relationships to reflect changes in their business requirements since their alliance was first established.

TELUS was represented in-house by Audrey Ho and Maria Preovolos, and assisted by Andras Vagvolgyi and Gregory Porter; a team from Blake, Cassels & Graydon LLP comprised of Sheila Murray, Anoop Dogra, Eric Moncik, Cathy Stephen and Anthony Zaidi (securities/corporate) and Paul Tamaki and Leslie Morgan (tax), and assisted by Peter O’Callaghan, Matthew Desharnais, Michael Raven, Michael Bantey, Hélène Barette, Sylvie Morin, Chad Schnieder and Gary Jessop; and a team from Bennett Jones LLP comprised of Jim Smeltzer and Mike Ryer. Phyllis Korff, Richard Aftanas and Daniel Scotti (securities) and Katherine Bristor, Jane Meisel and Daniel Phillips (tax) of Skadden, Arps, Slate, Meagher & Flom LLP acted as US counsel to TELUS.

Verizon was represented in the US by a team of in-house counsel comprised of Christopher Bennett, David Kauffman, Stephen Heimann and Katie Yang. In Canada, Verizon was represented by a Stikeman Elliott LLP team of Simon Romano, Rob Nicholls and Ian Putnam (securities) and Kevin Kelly and Alan Kenigsberg (tax).

The underwriters were represented in Canada by a team from Osler, Hoskin & Harcourt LLP comprised of Doug Marshall, Mary Abbott, Michael Innes and Jasmine Lew (corporate/securities), Julie Colden (tax) and Lorne Abugov and Patricia Brady (regulatory), and in the US by Alan Dean, Donna Chambers, Miranda So and Amelie Porter Trahant of Davis Polk & Wardwell.