Alliance Pipeline Issues Notes and Completes Refinancing

On May 23, 2003, Alliance Pipeline Limited Partnership and Alliance Pipeline L.P., the two limited partnerships, which own and operate the Alliance pipeline natural gas transmission system, completed the refinancing of the approximately $3.7 billion senior project facilities that were established to finance the development and construction of the Alliance pipeline system. The Alliance pipeline is 3,000 km long and transports natural gas from the western Canadian sedimentary basin to delivery points near Chicago.

The refinancing included the issuance of US$300 million of senior notes pursuant to an offering memorandum under Rule 144A to qualified institutional buyers resident in the U.S. The senior notes bear interest at 4.591 per cent per annum and mature on December 31, 2025. The underwriting syndicate for the offering was led by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., and included The Royal Bank of Scotland, SG Cowen Securities Corporation, Scotia Capital (USA) Inc., BMO Nesbitt Burns Corp., CIBC World Markets Corp., RBC Dominion Securities Corporation and Putnam Lovell NBF Securities Inc.

Concurrently with the senior note offering, Alliance Pipeline Limited Partnership and Alliance Pipeline L.P. entered into a US$125 million credit facility and a $490 million credit facility with a syndicate of lenders led by The Bank of Nova Scotia and National Bank Financial Inc. as Canadian co-lead arrangers, and J.P. Morgan Securities and Deutsche Bank Securities, as U.S. co-lead arrangers. The proceeds from the note offering and the credit facilities replace the balance of Alliance’s project credit facilities.

Alliance was represented in Canada, by general counsel Warren Wismer and senior counsel Carmen Marshall, assisted by Bill Jenkins, Gail Harding, Glenn Hardie, Chima Nkemdirim, Laura Zurowski and Toby Allan of Fraser Milner Casgrain LLP in Calgary; and in the U.S., by J. Paul Forrester, David Schuette and Kevin McDonald of Mayer, Brown, Rowe & Maw in Chicago.

The underwriters were represented in Canada, by Pat Finnerty and Kristie Smith of Blake, Cassels & Graydon LLP in Calgary; and in the U.S., by Shelley Barber, Kathleen Kelly and Chris Juban of Vinson & Elkins LLP in New York. In Canada, the lenders were represented by Glenn Cameron, Mike Styczen and Michael Dyck of Stikeman Elliott LLP; and in the U.S., by Karen Smith, Noelle Alix and Brett Santoli of Vinson & Elkins in New York.