Bear Stearns Acquires Majority Stake in Alter Moneta

On January 29, 2007 Bear Stearns Merchant Banking (BSMB), a leading institutional private equity firm, completed its acquisition from National Bank of Canada and Caisse de dépôt et placement du Québec (CDPQ) of a controlling interest in Alter Moneta, an equipment finance innovator headquartered in Montreal with more than $1 billion in assets. Founded in 1998, Alter Moneta provides traditional equipment financing in the provinces of Quebec and Ontario, and in the northeast, mid-west and southeast United States. CDPQ has been a major shareholder of Alter Moneta since inception and will remain as one of the main shareholders within the new organization. As part of the acquisition process, Alter Moneta underwent a comprehensive reorganization of its corporate structure and amended and restated various credit and securitization agreements. Terms of the deal were not disclosed.

BSMB was represented in the United States by Weil, Gotshal & Manges LLP with a team that included Jane McDonald, David Zeltner, Christine Jarmer, Kim Shah and Karen Brooks (corporate), Kimberly Blanchard and Max Goodman (tax), and John Sipple and Gretchen Toorock (regulatory). BSMB was represented in Canada by Blake, Cassels & Graydon LLP with a team that included Kim Harle, Michael Bantey, Allan Ashford and Katherine Girard (corporate), Michael Burke, Yannick Beaudoin and Martin Herman (banking), Julie Soloway (regulatory) and Ken Snider and Allan Gelkopf (tax).

Alter Moneta was represented in Canada by Fasken Martineau DuMoulin LLP with a team comprised of Robert Paré, Louis Séguin, Diane Bertrand and Lévy Bazinet (corporate) and Gilles Carli (tax) on the acquisition portion of the transaction and a team comprised of David Lemieux, Félix Gutierrez, Andrew Klug, Jon Holmstrom and Thomas Meagher (financing) in connection with the financing and securitization amendments, and in the US by Goodwin Procter LLP with a team comprised of Gil Menna, Jack Steele, Anna Dodson and Philip Zachos.

CDPQ was represented by Marie Giguère and National Bank of Canada was represented by Desjardins Ducharme LLP with a team comprised of Marc Beauchemin and Michael Kaud. Bank of America Securities LLC acted as financial advisor to the sellers.

Alter Moneta Canada amended and restated its syndicated credit facility with Royal Bank of Canada, acting as administrative agent, and RBC Capital Markets as arranger. Royal Bank of Canada was represented by Ogilvy Renault LLP with a team comprised of Robert Borduas, Martin Thériault and Guillaume Beaupré.

Alter Moneta Canada amended and restated its securitization agreement with a multi-vendor conduit administered by BMO Capital Markets, which was represented by Davies Ward Phillips & Vineberg LLP with a team comprised of Michael Clifford, Brian Calalang and Paul Budovitch.

Alter Moneta Canada amended and restated its securitization agreement with QSPE-AMC/R Trust, a securitization vehicle administered by Coventree Capital Inc., which was represented by James Rumball of Davies Ward Phillips & Vineberg LLP.

Alter Moneta US amended its credit facility with Bank of America, which was represented by Ami G. Scott of Mayer, Brown, Rowe & Maw LLP.

Alter Moneta US amended its securitization agreement with BMO Capital Markets Corp., as agent, and Fairway Finance Company, LLC, as lender. BMO Capital Markets Corp. was represented by Mayer, Brown, Rowe & Maw LLP with a team comprised of David Ciancuillo and Marie-Anne Perlia.

Alter Moneta US amended its securitization agreement with Bank of America, as managing agent, administrator, committed investor and agent on behalf of various investor groups, managing agents and administrators, and Royal Bank of Canada, as managing agent, administrator and committed investor. Bank of America was represented by Keith F. Oberkfell of Mayer, Brown, Rowe & Maw LLP.