CCS Income Trust Completes $3.7 Billion Going Private Transaction

On November 14, 2007, CCS Income Trust completed its approximate $3.7 billion going private transaction with an investor group led by President and Chief Executive Officer Mr. David Werklund, the founder of CCS, and which included, among others, CAI Capital Partners, Goldman Sachs Capital Partners, Kelso & Company, Vestar Capital Partners, British Columbia Investment Management Corporation, Alberta Investment Management and O.S.S. Capital Management L.P. (collectively, the buying consortium).

CCS is a recognized industry leader providing integrated and environmentally responsible services to upstream and downstream oil and gas companies in Canada and the US.

CCS was represented by Burnet, Duckworth & Palmer LLP with a team that included Jeff Lawson, Steve Cohen, Kelsey Clark, Grant Mackenzie, Shawn Poirier, Shannon Gangl, Jacob Hoeppner, Michael Ervin (corporate and securities), David Ross (tax), Trish Fehr, Kathy Pybus, Dave Kolesar, Danielle Graham, Nicole Cramer (banking and finance), Alicia Quesnel, Jody Wivcharuk, Annette Lambert (real estate and contracts), and Gina Ross (employment). Mr. Werklund was represented as to tax matters by Felesky Flynn LLP with a team that included Brian Felesky, Brett Anderson, Siobhan Goguen, Don Biberdorf and Flávia Boll.

The buying consortium was represented by Stikeman Elliott LLP with a team that included Simon Romano, Donald Belovich, Leland Corbett, Andrew Grossman, Oby Agu, Nicholas Whalen, Jonah Mann, Lisa Grams (corporate and securities), Marie Garneau, Kelly Niebergall, Meaghan Obee Tower, Mark Christensen (banking and finance), John Lorito, Kevin Kelly, Katy Pitch (tax), Shawn Neylan and Michael Kilby (competition); and Debevoise & Plimpton LLP with a team that included Kevin Schmidt, Kristine Hutchinson, Allison Roarty (corporate), Elizabeth Pagel Serebransky, Ilana Blass (executive compensation), Paul Brusiloff, Matthew Kaplan, David Wicklund, Christine O'Reilly, Adam Hankiss, Joshua Reader (finance), David Schnabel, Matthew O'Halloran, Lindsey Briggs and Michael Bolotin (tax).

The CCS Independent Committee was represented by Macleod Dixon LLP with a team that included Robert Engbloom, QC,Andrew Love, QC, Kent Kufeldt, Neville Jugnauth, Jamie Gagner (securities), Orville Pyrcz and Dion Legge (tax); and Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Edward Maynard, Matthew Abbott, Valerie Radwaner, Lawrence Wee and Peter Wright (corporate), David Sicular (tax), Lawrence Witdorchic and Lauren Voss (employee benefits).

Goldman Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., joint lead arrangers and joint bookrunners were represented by Osler, Hoskin & Harcourt LLP with a team that included Michael Hart (finance), Andy McGuffin, Julie Colden (tax), Dan Kirby (environmental) and Latham & Watkins LLP with a team that included Jonathan Rod (finance), Dane Peacock (finance), Allison O'Neill (finance), Elaine Wang (finance), Ian Fitzgerald (corporate), Benjamin Miles (corporate), Rajani Gupta (finance), Shaohui Jiang (finance), Betsy Mukamal (real estate), Joel Omansky (real estate), Jocelyn Noll (tax), William Lu (tax), David Langer (environmental) and Cara Elias (benefits).

CCS was also represented by Blaine Melnyk, General Counsel and Corporate Secretary, and CCS management was represented by Stan Magidson of Osler, Hoskin & Harcourt LLP. John MacNeil of Bennett Jones LLP was the counsel to the independent valuator to the Independent Committee.