407 International Completes Offering

On November 22, 2004, 407 International Inc. completed an offering of $150 million principal amount of floating rate senior medium-term notes, series 04-A1, due November 22, 2006, pursuant to its then $1 billion medium-term note program. The dealer for the offering was BMO Nesbitt Burns Inc. The proceeds of this offering were principally used to repay bank credit facilities of 407. The series 04-A1 senior notes are rated “A” by both Standard & Poor’s Rating Services and Dominion Bond Rating Service Ltd.
Following the issuance of the series 04-A1 senior notes, on November 24, 2004, 407 filed Amendment No. 1 to the short form base shelf prospectus dated November 17, 2003 to increase the aggregate amount of medium-term notes, which may be offered and issued pursuant to its medium-term note program from $1 billion to $1.3 billion, comprising of up to $800 million principal amount of senior notes and up to $500 million principal amount of subordinated notes.
The dealer syndicate for the program consists of BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., TD Securities Inc., Scotia Capital Inc., National Bank Financial Inc., Casgrain & Company Ltd., CIBC World Markets Inc. and Merrill Lynch Canada Inc.
On December 3, 2004, 407 completed two additional offerings of senior notes pursuant to the medium-term note program. The first was an offering of $162,274,002.32 principal amount of senior medium-term notes, series 04-A2, due July 27, 2039. The dealer for this offering was RBC Dominion Securities Inc. The second offering consisted of $340 million principal amount of 5.96 per cent senior medium-term notes, series 04-A3, due December 3, 2035. The dealer syndicate for the second offering was led by BMO Nesbitt Burns Inc. and included RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., National Bank Financial Inc., CIBC World Markets Inc. and Casgrain & Company Ltd. The proceeds of both offerings were principally used to redeem, on December 30, 2004, the $400 million principal amount of 6.55 per cent senior bonds, series 99-A8, of 407, due October 18, 2006. Both the series 04-A2 and series 04-A3 senior notes are rated “A” by both Standard & Poor’s Rating Services and Dominion Bond Rating Service Ltd.
407 was represented by Fraser Milner Casgrain LLP with a team that included Doug Scott, James Janetos, William Fung, Joshua Yarmus, Jennifer Armstrong and Ali Naushahi (corporate/securities) and Brian Carr and Christopher Steeves (tax).
The dealers for each offering were represented by Davies Ward Phillips & Vineberg LLP with a team that included Carol Pennycook, Steven Harris and Patrick Moyer (securities) and John Zinn (tax).