Pershing Square Completes Secondary Offering of Common Shares of CPX

Pershing Square Capital Management, L.P. closed a public secondary offering of 5,965,304 common shares of Canadian Pacific Railway Limited, receiving proceeds of US$834.8 million.

The offering was a variable price offering sold on an overnight basis by a syndicate of underwriters led by Credit Suisse Securities (USA) LLC and including Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. LLC under shelf prospectus supplements filed in Canada and in the US pursuant to the multijurisdictional disclosure system.

Pershing Square was represented internally by Roy Katzovicz and Steve Milankov. External representation was provided in Canada by Davies Ward Phillips & Vineberg LLP with a team of Patricia Olasker, Alex Moore, Mindy Gilbert, Matt Himel and Adam Heller; and in the US by Sullivan & Cromwell LLP with a team that included Alan Sinsheimer and Ari Blaut; and by Kirkland & Ellis LLP with a team of Stephen Fraidin, Christian Nagler, Richard Brand and David Curtiss.

Canadian Pacific was represented internally by chief legal officer and general counsel Paul Guthrie; by Canadian counsel Norton Rose Fulbright Canada LLP with a team that included Kevin Johnson, Don Tse, Brett Watson (securities) and Dion Legge (tax); and by United States counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Andrew Foley, Ruth Wahl and Amanda Melvin.

The underwriters were represented in Canada by Blake, Cassels & Graydon LLP with a team that included Ross Bentley, Dan McLeod, Chad Schneider, Richard Maclean, Chris Prokop, Tim Robson, Chris Salamon, Robert Seager and Britt Tan (securities); Sean Maxwell (pensions), Duff Harper and David Tupper (litigation and environmental) and Carrie Aiken (tax); and in the United States by Davis Polk & Wardwell LLP with a team that included John Crowley, Jonathan Pentzien, Jeffrey Brenner and Julian Russo (securities) and Betty Huber and Kevin Klesh (environmental).

Lawyer(s)

Firm(s)

Davies Ward Phillips & Vineberg LLP Sullivan & Cromwell LLP Kirkland & Ellis LLP Norton Rose Fulbright Canada LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Blake, Cassels & Graydon LLP Davis Polk & Wardwell