TransCanada's Issuance of $1.157B Common Shares and New US$1B Committed Credit Facility

On November 25, 2008, TransCanada Corporation completed an offering of 30,500,000 common shares pursuant to a prospectus supplement, dated November 17, 2008, to the shelf prospectus, dated July 2, 2008, for gross proceeds to TransCanada of approximately $1 billion. An additional 4,575,000 common shares were issued on the exercise of an over-allotment option on December 5, 2008, for gross proceeds of approximately $151 million. TransCanada's gross proceeds from the common share offering and the over-allotment option total approximately $1.157 billion.

The offering was underwritten by a syndicate led by RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and TD Securities Inc., and included Scotia Capital Inc., CIBC World Markets Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc. and UBS Securities Canada Inc.

In addition, TransCanada closed a new $1 billion committed bank facility with certain of its existing relationship banks. The revolving, extendable and expandable facility has an initial term of 364 days with a one-year term out at the option of the borrower and will support a new commercial paper program dedicated to funding expenditures for the Keystone Pipeline System. Its utilization is subject to post-closing conditions, which are expected to be met prior to year-end.

TransCanada was represented in-house by Sean McMaster, executive vice-president, corporate and general counsel, Robert Pitt, vice-president, finance law, and Bruce Nysetvold, senior legal counsel; and by David Lefebvre (securities and banking); David Taniguchi, Charles Kraus, Kristi Kasper and Benjamin Hudy (securities); David Weekes (tax) and Michael Dyck (banking) of Stikeman Elliott LLP as Canadian counsel; and by Michael Hermsen and Dan Horwood (securities) and John Lawlor and Tom Vicario (banking) of Mayer Brown LLP as US counsel.

The underwriters were represented by Kent Kufeldt, Don Tse and Candace Herman (securities) and Darren Hueppelsheuser (tax) of Macleod Dixon LLP as Canadian counsel; and by Christopher Cummings, Stephen Centa, Jonathan Handyside and Sonja Sun (securities) of Shearman & Sterling LLP as US counsel. Susan Hobart of Shearman & Sterling acted as counsel to the US banks with respect to the bank facility.