Highway 407

On August 20, 407 International Inc. closed the sale of $650,000,000 in the 5. 328% Real Return Bonds, payable in four series maturing in 2016, 2021, 2026 and 2031. The proceeds were applied to repay a portion of the bridge financing put in place for the May 5 purchase of Highway 407. Fraser Milner acted for a consortium consisting of Ferrovial Agroman Internactional, S. A. , Cintra, SNC Lavalin Inc. and Capital D’Amerique CDPQ, which acquired the shares of the corporation holding a 99 year ground lease from the Province of Ontario for $3. 107 bn. , plus the assumption of obligations to complete highway construction at a cost of more than $500 million. This represented one of Canada’s largest privatizations and the second largest toll road privatization in the world to-date. Jeffery Barnes, Douglas Scott, James Janetos, Ronald Goldenberg and Ross Walker, together with a large group from the firm’s Toronto office, acted for the consortium. CDPQ was advised by Pierre Sauvé of Montreal’s Bélanger Sauvé. SNC tapped internal counsel Richard Dolan and Robert Pattison. Ferovial and Cintra employed internal counsel, led by Lucas Osorio Itumendi. The Province of Ontario used Faskin Campbell Godfrey and Goodman Phillips & Vineberg on the sale. The Faskins team was comprised of W. Thomas Barlow ( municipal), David Doubilet (corporate), Bruce Salvatore (real estate), Douglas Scott (corporate), Rosalind Cooper (environmental), Steven D’Arcy (tax), and Scott Wallace (corporate). The GPV team included Donald Pierce, Q.C., and Ira Berg. The acquisition was financed from members of the consortium and bridge loan facilities which were arranged by the Consortium’s financial advisers, Nesbitt Burns and SSB, who were advised by Jay Swartz and Carol Pennycook of Davies, Ward & Beck. Bridge lenders, led by Bank of Montreal and Royal Bank of Canada, were advised by Ogilvy Renault, whose team was led by James Riley and Michael Matheson. A separate facility, provided by Bank of Montreal, was put together by Christopher Portner and Michael Davies of Osler, Hoskin & Harcourt.

On July 27, 1999, 407 International completed a public offering of $1. 1 bn. secured bonds through a public offering. The underwriters described this as the largest Canadian bond issue to date. Fraser Milner acted for 407 International on the bond offer. Jeffery Barnes, Will Fung, James Janetos, Ross Walker, Douglas Scott, Christopher Steeves, Melissa Ross (and Greg Hogan) were involved for Fraser Milner. Underwriters, led by Nesbitt Burns Inc. , were represented by Davies, Ward & Beck, whose team included Carol Pennycook and Steven Harris.


James A. Riley Scott K. Wallace Christopher Portner Ronald A. Goldenberg Doug H. Scott Steven M. Harris Christopher J. Steeves Michael D. Matheson Douglas R. Scott Carol D. Pennycook Gregory J. Hogan Ross W. Walker Pierre Sauvé David M. Doubilet Donald G. Pierce Ira Berg Jay A. Swartz Michael J. Davies Rosalind H. Cooper W. Thomas Barlow Jeff Barnes Jim Janetos William Fung


Dentons Canada LLP Bélanger Sauvé Fasken Martineau DuMoulin LLP Davies Ward Phillips & Vineberg LLP