Calpine Natural Gas Trust Completes IPO

Calpine Natural Gas Trust completed an initial public offering on October 15, 2003. The trust issued a total of approximately $191.3 million of trust units (including upon the exercise of an over-allotment by the underwriters) through a syndicate of underwriters led by Scotia Capital Inc. Concurrently with the offering, the trust raised an additional $107 million through a private placement of trust units to a Canadian affiliate of Calpine Corporation and through bank borrowings under its newly-created credit facility with The Bank of Nova Scotia. The net proceeds from these financings were used to acquire natural gas and oil properties from a Canadian affiliate of Calpine Corporation. In conjunction with the transaction, several ongoing arrangements were entered into between the trust and Calpine Corporation (the sponsor of the trust), including, with respect to future property acquisitions, rights to the trust’s gas production and future financing arrangements.

The trust and Calpine were represented by in-house counsel Toby Austin and Charles Caseyr, and by Blake, Cassels & Graydon LLP with a team that included Brock Gibson, Scott Cochlan, Chad Schneider and Janan Paskaran (securities and trust), Craig Spurn and Ben Rogers (oil and gas), Dan Fournier and Warren Nishimura (banking) and Michael Piaskoski (competition).

The underwriters were represented by Kent Kufeldt and Justin Ferrara (securities), Wayne Fedun, Kerie Leogan and Ryan Konotopsky (oil and gas) and Orville Pyrcz, Q.C. and Craig Maurice (tax) of Macleod Dixon LLP. Rick Borden and Stephanie Stimpson, also of Macleod Dixon, represented the lenders to the trust.

Lawyer(s)

Craig A. Maurice Justin E. Ferrara Craig N. Spurn Janan Paskaran Warren Nishimura Michael Piaskoski Chad Schneider Kerrie J. Logan Brock W. Gibson Scott R. Cochlan Kent D. Kufeldt Ryan E. Konotopsky Orville A. Pyrcz Stephanie C. Stimpson R. Ben Rogers Wayne W. Fedun Daniel P.E. Fournier