CDP Financial Completes €750M Offering of Guaranteed Notes

On June 23, 2010, CDP Financial Inc., a wholly owned subsidiary of Caisse de dépôt et placement du Québec, completed an offering of €750 million principal amount of 3.5 per cent guaranteed notes due June 2020.

The managers for the offering were Merrill Lynch International, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, Goldman Sachs International, Morgan Stanley & Co. International plc, National Bank Financial Inc., Royal Bank of Canada Europe Limited and Société Générale.

This European offering completes an $8 billion refinancing program launched in November 2009. It follows a US$5 billion offering completed on November 25, 2009, which was the largest non-government guaranteed offering by a Canadian issuer in US dollars to date and a $2 billion debt offering in Canada, which closed on January 15, 2010.

CDP Financial and the Caisse were represented by Claude Bergeron, Executive Vice President, Legal Affairs and Secretariat, Sophie Lussier, Director, Legal Affairs, Financial Markets and Derivatives and Julie Tremblay, Senior Legal Counsel; by Davies Ward Phillips & Vineberg LLP, in Canada, by Sylvain Cossette and Olivier Désilets (corporate finance and securities) and Fred Purkey (tax); by Clifford Chance LLP, in the United Kingdom, with a team that comprised Robert MacVicar, Jenny McIvor and Jacqueline Diamond (corporate finance and securities); and by Paul, Weiss, Rifkind, Wharton & Garrison LLP, in the United States, by David Huntington (corporate finance and securities).

The managers were represented in Canada by Osler, Hoskin & Harcourt LLP with a team that comprised Vitale Santoro and François Paradis (corporate finance and securities) and Mark Brender and Alain Fournier (tax); and by Shearman & Sterling LLP, in the United Kingdom and the United States, with a team that comprised Mei Lian and Leona McManus (corporate finance and securities) and Iain Scoon and James Leslie (tax) in the United Kingdom, and Christopher Cummings (corporate finance and securities) and Bernie Pistillo and Derek Kershaw (tax) in the United States.