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urers nada reed loan ance ation PV) of a tario ed to of at ower icity ered aries dent and nard, that hsan and Mike cchi nifer nted rtain ance Kraag mer- P com c ergy s es BIG DEALS |35 cial and regulatory); Harry Cherniak (project finance) and Sabrina Gherbaz (real property) of Torys LLP. GDF SUEZ COMPLETES LANDMARK REORGANIZATION, EQUITY SALE AND PROJECT FINANCING CLOSING DATE: DECEMBER 14, 2012 GDF SUEZ Canada Inc. (GDF SUEZ) closed the final in a series of transactions involving its Canadian portfolio of renewable generation assets. The transactions were completed in three primary phases including a corporate reorganization, two equity divestitures representing a total of 60 per cent of the portfolio (30 per cent to each of two new investors), and the placement of more than $1 billion of non-recourse debt for those projects that previously did not have debt financing. Legal resources for the transaction were managed by Richard Houston, Vice President and Assistant General Counsel for GDF SUEZ Energy North America, Inc. The Canadian portfolio comprises seven operating wind facilities and five other wind and solar projects, of which four are under construction and one is in advanced development. The operating wind facilities represent 363 MW of installed capacity located in Ontario, New Brunswick and Prince Edward Island. The remaining wind and solar projects represent 317 MW of installed capacity with expected commercial operation dates ranging from Q1 2013 to Q2 2014 and are located in Ontario and British Columbia. On a fully constructed basis, the Canadian portfolio will represent 12 facilities (ten wind and two solar) with 680 MW of installed capacity. The assets included in the Canadian portfolio have their origin in GDF SUEZ's 2007 acquisition of Ventus Energy Inc. and the 2011 combination with International Power Canada, Inc. The reorganization consolidated ownership of the Canadian portfolio in a new entity, C2C Power LP (C2C Power) and separated the portfolio from other generation and development assets that were retained by GDF SUEZ. In order to facilitate a series of portfolio financings, the reorganization also included the creation of three intermediate holding partnerships as subsidiaries of C2C Power. Torys LLP represented GDF SUEZ and IPC on the reorganization with a team that included: Valerie Helbronner, Phil Symmonds, Phil Mohtadi, Dan Ford, Jackie Taitz, Peter Bryce, Milosz Zemanek, Shirin Mirsaeidi and Sophie Courtois (corporate); Corrado Cardarelli and Richard Johnson (tax); Tyson Dyck and Jonathan Myers (regulatory) and Don Roger and Gwen Johnson (real estate). GDF SUEZ conducted a competitive auction process for the sale of two equity interests, each representing a 30 per cent interest in C2C Power. Following the successful sales process facilitated by a team from CIBC World Markets Inc., GDF SUEZ sold a 30 per cent equity interest in C2C Power to each of Mitsui & Co., Ltd. (through MIT Renewables Inc.) (Mitsui) and a consortium led by Fiera Axium Infrastructure Inc. (Fiera Axium). GDF SUEZ will remain the principal shareholder of C2C Power, retaining a 40 per cent interest, and will continue to operate and maintain the portfolio assets. Torys LLP represented GDF SUEZ on the equity sale with a team that included: Valerie Helbronner, Phil Symmonds, Jackie Taitz, Huw Evans, Shirin Mirsaeidi, Adam Banack, Eli Monas, Anthony Tam, Sophie Courtois and Matthew Kuchinsky (corporate); Corrado Cardarelli and Richard Johnson (tax); Don Roger and Gwen Johnson (real estate); Tyson Dyck (environmental) and John Terry (First Nations). The Fiera Axium acquisition was led by Vice-President, Corporate Development and Legal Affairs, Frederic Brassard. Borden Ladner Gervais LLP represented Fiera with a team that included Linda Bertoldi, Paul Findlay, Paul Mingay, Bernadette Corpuz and Andrew Smith (corporate) and Shane Pearlman (finance). Mitsui was represented by Morrison & Foerster LLP with a team that included Mike Lexpert®Ranked Lawyers Swartz, Jay A. Symmonds, Philip D.A. Tabor, QC, Brian A. Third, John G.R. Thomassin, Kim Travers, QC, James C. Davies Ward Phillips & Vineberg LLP (416) 863-5520 jswartz@dwpv.com Torys LLP (416) 865-8219 psymmonds@torys.com Stewart McKelvey (902) 420-3397 btabor@ stewartmckelvey.com Dentons Canada LLP (604) 443-7103 john.third@dentons.com McCarthy Tétrault LLP (514) 397-5685 kthomassin@mccarthy.ca Stewart McKelvey (902) 629-4504 jtravers@ stewartmckelvey.com Mr. Third's real estate practice embraces all aspects of development including acquisitions, financing, joint ventures, construction, sales, leasing and syndication. His clients include private developers and the Housing Corporation of BC. Ms. Thomassin acts for project developers and public institutions on infrastructure project development and financing. Her experience embraces project development and implementation of debt and equity investments in infrastructure and energy projects. Mr. Swartz focuses on domestic and crossborder insolvencies, private company acquisitions, private equity funds, banking, debt financings, structured and project finance, financial products development and governance. ROB-Infrastructure.indd 35 Mr. Symmonds's practice focuses on corporate and securities law and project work, with an emphasis on infrastructure and energy, mergers and acquisitions and public corporate finance. Mr. Tabor's practice concentrates on matters of real estate acquisition, financing, sale, leasing and development. Mr. Travers's practice focuses on property and real estate development, including land use planning and municipal law, financial services, corporate/commercial, government regulations, securities/corporate finance and ownermanaged businesses. 13-08-06 10:28 AM

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