Petro-Canada Completes $3.2B Secondary Offering

On September 29, 2004, the largest share offering in Canadian history was completed when the Government of Canada sold its remaining 19 per cent stake in Petro-Canada, one of Canada’s largest oil and gas companies. In the global offering, the Government of Canada sold its remaining 49,390,104 Petro-Canada shares at C$64.50 per share. Gross proceeds to the government were C$3.2 billion (approximately US$2.5 billion). Petro-Canada did not receive any of the proceeds. The share sale completed the privatization of Petro-Canada begun in 1991.

Petro-Canada was represented in Canada and the US by Torys, under the direction of Alf Peneycad, vice-president, general counsel and chief compliance officer, and Hugh Hooker, associate general counsel and corporate secretary. The Torys team in Toronto included Peter Jewett, Patrice Walch-Watson, Aaron Emes, John Toffoletto and Vanessa Kee (corporate/securities), Lucia ten Kortenaar, Ron Nobrega and Jennifer Leach (tax). Torys’ New York team included Andy Beck, Brad Cost, Dan Miller and Mayah Judovits (corporate/securities), Peter Keenan and Gregg Benson (tax), and Jeff Gracer (environmental).

The Government of Canada was represented in Canada by Stikeman Elliott, with a team led by William Braithwaite that included Mihkel Voore and John Ciardullo in Toronto and Chris Nixon and Alyson Goldman in Calgary; and in the US by the Toronto office of Shearman & Sterling, with a team that included Brice Voran, Christopher Cummings, Jennifer Mazin and Doug Nathanson. The Government of Canada was also assisted by special advisor Harold MacKay, Q.C., of MacPherson Leslie & Tyerman in Regina.

CIBC World Markets, Merrill Lynch & Co. and RBC Capital Markets were co-lead underwriters and joint bookrunners. The underwriting syndicate comprised 16 Canadian investment dealers and six international firms. They were represented in Canada by Fraser Milner Casgrain, with a team that included Douglas Black, Q.C., David Spencer, Craig Story, Chima Nkemdirim, Irene Ludwig and Toby Allan (corporate/securities), Alex MacWilliam (environmental) and Scott Bodie and Jehad Haymour (tax). In the US, they were represented by Paul, Weiss, Rifkind, Wharton & Garrison, with a team that included Ted Maynard, Andrew Foley, Angus Tarpley, John Mercury and Michael Elliott (corporate/securities), David Sicular and Annie Jeong (tax), William O’Brien (environmental) and Richard Elliott (regulatory).


Vanessa A. Kee Christopher J. Cummings Craig A. Story John Toffoletto William J. O'Brien Irene Thea Ludwig John M. Mercury Farley J. Cohen Peter Keenan Ronald E. Nobrega Mihkel E. Voore Douglas B. Nathanson Greg M. Benson Lucia M. ten Kortenaar Edwin S. Maynard Jehad Haymour Minh Van Ngo John J. Ciardullo David R. Sicular Bradley P. Cost Alyson F. Goldman Patrice S. Walch-Watson Thoburn (Toby) B. Allan Chima Nkemdirim Douglas J. Black William J. Braithwaite Scott Bodie Andrew J. Beck Peter E.S. Jewett Alexander G. MacWilliam Jennifer A. Mazin Harold H. MacKay F. Angus Tarpley, III Aaron S. Emes


Torys LLP Stikeman Elliott LLP Office of the Judge Advocate General MLT Aikins LLP Dentons Canada LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP