Canadian Pacific Restructuring

On February 13, 2001, Canadian Pacific Limited (CPL) announced its intention to divide the company into five separate companies, all of which will be publicly traded. Under the proposed reorganization, to be completed through a plan of arrangement, CPL intends to distribute its approximately 86 per cent interest in PanCanadian Petroleum and its 100 per cent interest in each of Canadian Pacific Railway, CP Ships and Fording to holders of CPL’s common shares. Canadian Pacific Hotels will be CPL’s only significant remaining business. Post-distribution, shareholders will have shares in five separate public companies.

As part of the reorganization, CPL entered into and arranged for certain of its subsidiaries committed credit facilities totalling $3 billion with RBC Dominion Securities Inc. RBC Dominion Securities is acting as financial advisor to CPL on the proposed reorganization. Proceeds of each financing will be used to recapitalize certain subsidiaries of CPL, repay or refinance certain indebtedness of CPL and its subsidiaries in connection with the reorganization, and ensure ongoing liquidity for CPL and its subsidiaries.

Acting for RBC Dominion Securities in connection with the credit facilities was a team from Ogilvy Renault comprised of Jim Riley, Michael Matheson, Mary Kelly, Craig Johnston and Sandra Nissan (banking) and Ken Snider and Adrienne Oliver (tax).

Canadian Pacific is represented by Alison Love and Trudy Curran-Goodway, its internal counsel, together with a McCarthy Tétrault team including Eric Spindler, David Phillips, Daryl McLean, David H. Field, Dale Skinner, David E. Woollcombe, Philippe V. Lalonde and Michael Barrick. Tax advice in connection with the credit facilities was provided by Brian Felesky, Q.C. and Brent Perry, Q.C., of Felesky Flynn LLP in Calgary, together with CPL’s own tax department headed by Pierre Paquin. Mr. Paquin was assisted by the PricewaterhouseCoopers team, which was headed by Dave Williamson.