Alliance Pipeline Issues Senior Notes

Alliance Pipeline Limited Partnership (Alliance Canada) and its affiliate Alliance Pipeline L.P. (Alliance USA) successfully completed issues of senior notes in the US and Canadian capital markets to refinance significant portions of the C$3.7 billion limited recourse credit facilities, which they obtained to fund construction of the Alliance Pipeline natural gas transmission system. The Alliance Pipeline is a 3,000 km natural gas pipeline from northeastern British Columbia to Chicago, constructed at a cost of approximately $4.7 billion, which began operations in December 2000.

On March 8, 2001, Alliance USA issued US$550 million principal amount of amortizing senior notes in two tranches pursuant to Rule 144A in an offering led by Goldman, Sachs & Co. and JPMorgan. The first tranche, of US$350 million, matures on December 31, 2019, with a coupon of 6.996 per cent and a weighted average life of approximately 10 years. The second tranche, of US$200 million, matures on December 31, 2025, with a coupon of 7.877 per cent and a weighted average life of approximately 22 years. On March 15, 2001, Alliance Canada issued C$450 million of amortizing senior notes under its medium-term note program. The senior notes mature on June 30, 2023 with a coupon of 7.181 per cent and a weighted average life of approximately 15 years.

These notes received ratings of BBB from S&P, BBB (high) from DBRS and A3 from Moody’s. The Canadian issue, led by Scotia Capital Inc., is believed to be the largest public BBB senior note issuance ever placed in the Canadian market.

Alliance Canada and Alliance USA were represented internally by Warren Wismer, Manager, Law and Corporate Secretary, and externally by a team from Fraser Milner Casgrain LLP consisting of William K. Jenkins, Gail L. Harding, Glenn A. Hardie, Chima Nkemdirim and Laura Zurowski. Mayer, Brown & Platt acted as US counsel to Alliance USA and Alliance Canada with a team consisting of J. Paul Forrester, David A. Schuette, Matthew A. Posthuma, and Mei-Ying Hao.

Canadian counsel to the Canadian and US underwriting syndicates was Pat Finnerty and Carrie Giroux of Blake, Cassels & Graydon LLP, and the US underwriting syndicate was represented by Karen A. Smith and Emilia A. Simonelli of Vinson & Elkins LLP.


Emilia A. Simonelli William K. Jenkins Mei-Ying Hao Gail L. Harding David A. Schuette Glenn Hardie Chima Nkemdirim Matthew A. Posthuma Karen A. Smith Pat C. Finnerty J. Paul Forrester Laura J. Zurowski


Dentons Canada LLP Mayer Brown LLP Blake, Cassels & Graydon LLP Vinson & Elkins LLP Vinson & Elkins LLP