Noranda Completes Refinancing

On December 19, 2003, Noranda Operating Trust completed the refinancing of $150 million of its senior term debt. The trust is an open-ended trust and is wholly owned by Noranda Income Fund.

The refinancing consisted of the issuance of $153.5 million of senior secured series A notes as a private placement in Canada to qualified purchasers and in the US to accredited investors in accordance with Rule 506 of Regulation D under the US Securities Act of 1933, as amended. The series A-1 notes bear interest at 6.529 per cent per annum and the series A-2 notes bear interest at a floating rate. The notes mature on December 20, 2010. The underwriters were CIBC World Markets Inc. and Trilon Securities Corp.

The trust was represented in Canada by McCarthy Tétrault LLP, with a team that included Chris Hoffmann (corporate), Joel Scoler (lending), Frank DeLuca (securities), Michael Smith (US securities), Wendi Locke and Stevan Pepa in Toronto, Michael Levinson (real estate) in Montreal and Caroline Fontaine and Danielle Drolet (real estate) in Quebec; and in the US by Jonathan Van Horn and D. Grant Vingoe of Dorsey & Whitney LLP in Toronto.

The note purchasers were represented by Gowling Lafleur Henderson LLP, with a team that included Paul Harricks (finance/securities), Lilly Wong (lending), Todd May (securities), Stephen Harmer (lending) and David Kolesar in Toronto and David Kierans (lending/real estate) in Montreal.