Pacific Rubiales Energy Completes Offering and Acquires Kappa Energy

On August 28, 2008, Pacific Rubiales Energy Corp. completed an offering of $240 million principal amount 8 per cent convertible unsecured subordinated debentures. Part of the proceeds from the convertible debenture offering was used to fund the acquisition of Kappa Energy Holdings Ltd. for US$168 million, which was completed on September 3, 2008.

Pacific Rubiales, based in Toronto, is an oil and natural gas exploration and development company with operations and interests in Colombia. Kappa is a Colombian oil and gas company that holds exploration and production licences in Colombia. The convertible debenture offering was underwritten by a syndicate of underwriters, led by GMP Securities L.P., and including Canaccord Capital Corporation, Cormark Securities Inc., Macquarie Capital Markets Canada Ltd. and Thomas Weisel Partners Canada Inc.

In connection with the convertible debenture offering, Pacific Rubiales was represented by its general counsel, Peter Volk, and associate general counsel, Anthony Zaidi, and Macleod Dixon LLP, with a team that included Jorge Neher, Leopoldo Olavarria and Adrian Carillo (corporate), Richard Lachcik, Morris Popowich and Robert Eberschlag (securities), Mike Moher (corporate), Ed Heakes (tax) and Jamie Gagner, Scott Negraiff, Kirsty Sklar and Olga Kyselyova (securities/oil & gas) and by, in respect of British Columbia corporate and securities law matters, Gregory T. Chu, a Law Corporation. American legal advice was provided by Laura Delanoy and Melinda Wang of Willkie Farr & Gallagher LLP. The underwriters were represented by Cassels Brock & Blackwell LLP with a team that included Mark Bennett, Andrea FitzGerald, Brad Chapman and Sean Maniaci (securities) and Chris Norton (tax), and by Grant MacKenzie (oil & gas) of Burnet, Duckworth & Palmer LLP.

In respect of the Kappa acquisition, Pacific Rubiales was again represented by Peter Volk and Anthony Zaidi, and from Macleod Dixon LLP, Jorge Neher, Leopoldo Olavarria and Daniella Cifuentes Jaimes (corporate), and Janne Duncan (corporate). Kappa was represented by Mayer Brown International LLP with a team that included Nigel Wright, Robert Hamill, Sam Webster and Rebecca Bothamley.


Andrea FitzGerald Scott M. Negraiff Grant A. MacKenzie Olga Kary Janne M. Duncan Richard J. Lachcik Robert W. Eberschlag Michael R. Moher Jamie L. Gagner Christopher B. Norton Edward A. Heakes Mark T. Bennett Kirsten T. Sklar Sean Maniaci


Willkie Farr & Gallagher LLP Cassels Brock & Blackwell LLP Burnet, Duckworth & Palmer LLP Norton Rose Fulbright Canada LLP Mayer Brown LLP