OPTI Canada Completes $1.8B Financing

Calgary-based OPTI Canada Inc. recently completed several significant milestones in connection with the financing of its $3.4 billion Long Lake Project, a 50/50 joint venture between OPTI and Nexen Inc., which is the fourth and next major oil sands project in the Athabasca oil sands region of northern Alberta. On March 15, 2004 OPTI completed a private placement of equity securities for aggregate gross proceeds of $701 million. This private placement is believed to be the largest private equity placement ever completed by a start-up company in the oil and gas sector in Canada. Subsequent to the completion of the private equity placement, on April 15, 2004 OPTI announced the completion of its initial public offering of common shares for gross proceeds of $301 million. In addition to these equity financings, OPTI also entered into an underwriting commitment for an $800 million limited recourse project debt facility and $208 million of contingent equity call obligations. Coincident with these financings, OPTI and Nexen also entered into a construction, ownership and joint operation agreement and a technology agreement which agreements provide the basis for the construction and operation of the Long Lake Project.

TD Securities Inc., Scotia Capital Inc. and RBC Capital Markets acted as agents in connection with OPTI’s private placement and OPTI’s IPO was completed through a syndicate of underwriters led by TD Securities Inc., Scotia Capital Inc. and RBC Capital Markets and including CIBC World Markets Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Dundee Securities Corp., BMO Nesbitt Burns Inc., FirstEnergy Capital Corp., Raymond James Ltd., Tristone Capital Inc., Peters & Co. Ltd. and Richardson Partners Financial Ltd.

OPTI’s underwriting commitment for the credit facility was completed with the Toronto-Dominion Bank, Bank of Nova Scotia and Royal Bank of Canada as the lead banks.

OPTI was represented in these transactions by Macleod Dixon, with a team led by Joel Friley (project finance and development), Craig Hoskins, Kent Kufeldt, Marcus Archer and Kathleen Cowick (securities), Rick Borden and Stephanie Stimpson (banking), Jim McKee, Craig Maurice and Ed Heakes (tax), Wayne Fedun and David Eeles (oil and gas) and Harry Ludwig and LuAnne Morrow (technology). The agents in respect of the private placement, the underwriters in connection with the initial public offering and the banks in connection with the credit facility were represented by Blake, Cassels & Graydon, with a team that included Pat Finnerty, Ross Bentley and Jackie Dressler (securities), Dan Fournier, Kevin Fougere and Louise Aurigemma (banking) and Wally Shaw and Wanda Rumball (tax).