PrimeWest Acquires Calpine Assets and Units

On September 2, 2004, PrimeWest Energy Trust concurrently closed the acquisition of certain oil and natural gas reserves and related assets of Calpine Canada Natural Gas Partnership for an aggregate adjusted purchase price of approximately $732 million, and the acquisition of approximately 25 per cent of the issued and outstanding trust units of Calpine Natural Gas Trust for an aggregate adjusted purchase price of approximately $74 million.
The acquisition was financed, in part, through a bought deal financing of trust units and two series of convertible debentures, resulting in the issuance of 12,300,000 trust units at $24.40 per trust unit, $150 million principal amount of 7.50 per cent convertible unsecured subordinated series I debentures and $100 million 7.75 per cent convertible unsecured subordinated series II debentures, for aggregate gross proceeds of approximately $550 million.

The underwriting syndicate was co-led by Scotia Capital Inc. and CIBC World Markets Inc. and included RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Capital Corp., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Dundee Securities Corp., FirstEnergy Capital Corp., GMP Securities Ltd., Raymond James Ltd. and Tristone Capital Inc.

The remaining portion of the acquisition was financed through cash on hand and an increase in PrimeWest’s senior credit facility from $400 million to $625 million.

PrimeWest was represented in-house by Gord Haun, and by Stikeman Elliott, with a team that included Leland Corbett, Brad Grant, Keith Chatwin and Harold Andersen (corporate and securities), David Weekes (tax) and Susan Hutton and Debbie Salzberger (regulatory).
Calpine was represented in-house by Charles Casey, and by Heenan Blaikie, with a team that included Michael Black, Lloyd Symons and Brian Bidyk (energy, corporate and securities), Kate Morisset and Jillian Frank (employment) and Subrata Bhattacharjee (competition).

The underwriting syndicate was represented by Macleod Dixon, with a team that included Kent Kufeldt, Jamie Gagner and Darren Hribar (corporate and securities) and Darren Hueppelsheuser (tax). The banking syndicate was represented by Blake, Cassels & Graydon, with a team that included Dan Fournier and Louise Aurigemma.


Keith R. Chatwin Harold K. Andersen Lloyd E. Symons Deborah Salzberger Jamie L. Gagner Susan M. Hutton Kent D. Kufeldt David G. Weekes Darren D. Hueppelsheuser Bradley B. Grant Jillian Frank Leland P. Corbett Kate Morisset Michael J. Black Daniel P.E. Fournier Subrata Bhattacharjee Darren B. Hribar