On December 6, 2007, Innergex Renewable Energy Inc. (the “Corporation”), an independent developer and operator of renewable power generating facilities with a focus on hydroelectric and wind projects, completed its initial public offering in Canada (the “Offering”) of 10,455,000 common shares at a price of $11.00 per common share for total gross proceeds of $115,005,000 and issued an additional 5,342,620 common shares, in the aggregate, to Régime de Rentes du Mouvement Desjardins, Caisse de dépôt et placement du Québec, TD Capital Group Limited, Kruger Inc. Master Trust and Sun Life Assurance Company of Canada (collectively, the “Institutions”) on a private placement basis, also at a price of $11.00 per common share, for gross proceeds of $58,768,822 (the “Private Placement”). The aggregate gross proceeds received by the Corporation from the Offering and the Private Placement was $173,773,822. The Offering was underwritten by a syndicate led by BMO Nesbitt Burns Inc. and CIBC World Markets Inc.
Concurrently with the closing of the Offering, the Corporation acquired from the Institutions, with part of the proceeds of the Offering and Private Placement, all of the issued and outstanding units of Innergex II Income Fund (“Innergex II”), a developer of power generating assets, and repaid all outstanding indebtedness owed by Innergex II to the Institutions for an aggregate amount of approximately $163.5M. Also concurrently with the closing of the Offering, Innergex II completed the sale to Innergex Power Income Fund of its 38 per cent undivided interest in a 100.5 MW wind farm located in Anse-à-Valleau in the Province of Québec and a 109.5 MW wind farm located in Baie-des-Sables and Métis-sur-Mer in the Province of Québec. Innergex Power Income Fund financed the acquisition price of $172.9 million by issuing 4.7 million units to Innergex II, representing an amount of $61.7 million, by assuming $108.0 million in non-recourse debts and by increasing its debt by $3.2 million.
The Corporation was represented by Michèle Beauchamp, Vice President - Legal Affairs and Corporate Secretary of the Corporation, with the assistance of a team from McCarthy Tétrault LLP led by Marc Dorion and which also included Benjamin Silver, Philippe Leclerc, Frédéric Cotnoir, Philippe Fortier, Fraser Bourne and Jocelyn Perreault (securities), Timothy Kwan, Mathieu Laflamme and Anastassia Chtaneva (transactional), Frédéric Harvey and Marc-André Godard (tax) and Andrée-Claude Bérubé and Lisa Asbreuk (regulatory). The Institutions were represented by Robert Côté, Vice President - Legal Private Equity at Caisse de dépôt et placement du Québec with the assistance of a team from McCarthy Tétrault, acting as special counsel, which was led by Kim Thomassin and also included Patrick Boucher and Louis-Nicolas Boulanger. TD Capital Group Limited was represented by Alain Roberge of Davies Ward Phillips and Vineberg LLP. The underwriters were represented by a team from Borden Ladner Gervais LLP, which included John Godber, Fred Enns, Christian Faribault, Paul A. Simon, Terry J. Fontana, Neil Hazan and Frank Allan (securities), Linda L. Bertoldi, Sylvie Bouvette, Yves A. Dubois, Shane Freitag, Andrew Smith and Annie Tremblay (regulatory), and François Morin, Craig J. Webster, Virginie Chan and Joseph H. Takhmizdjian (tax). The acquisition committee of Innergex Power Income Fund was represented by a team from Fasken Martineau DuMoulin LLP comprised of Robert Paré, Marie-Josée Neveu, Frédéric Boucher and Jean Michel Lapierre.