CPR Leasing Completes Structured Offering

On March 3, 2004, CPR Leasing Ltd., a subsidiary of Canadian Pacific Railway Co. (CPR), issued US$145 million of its 5.41 per cent senior secured notes to institutional investors in the US on a private placement basis. The notes are secured by 81 AC4400 CW General Electric locomotives leased to CPR by the issuer and the net proceeds from the offering were used to repay indebtedness incurred to acquire the 81 locomotives and for general corporate purposes. Bank of America acted as placement agent for the offering. Bank of America also leased 46 of the locomotives to CPR in September 2003 and the issuer acquired these locomotives prior to the closing of the offering.

The CPR Group was led by Joe Doolan, vice-president and treasurer; Catherine Connolly, assistant treasurer; John Lynch, assistant vice-president, taxation; and Kelly Wist, manager, capital markets.

In Canada, Fraser Milner Casgrain LLP acted for CPR under the direction of Paul Guthrie, vice-president, law; and Don Barnhardt, legal services. The FMC team included Bill Jenkins, Scott Bodie, Jason Barabash and Lisa Nesbitt. CPR was represented in the US on aspects of the offering by Terence Hynes, Bob Malstrom and Gabe Meyer of Sidley Austin Brown & Wood LLP.

McMillan Binch LLP, with a team that included Jeff Rogers, Michael Templeton, Andrew McFarlane and Michael Hollinger, acted as special Canadian counsel to the note purchasers in the 2004 transaction and represented Bank of America, as lessor, in the 2003 transaction. The note purchasers were represented in the US by Chapman and Cutler LLP, with a team that included Peter Szurley, Eric Gelston and David McMullen.


David McMullen Mike Hollinger R.D. Jeffrey Rogers Andrew E.C. McFarlane Jason W. Barabash Scott Bodie Michael D. Templeton Eric Gelston Peter Szurley Robert A. Malstrom William K. Jenkins


Dentons Canada LLP Sidley Austin LLP Sidley Austin LLP McMillan LLP Chapman and Cutler LLP