Great Lakes Carbon Income Fund Completes IPO

On August 12, 2003, Great Lakes Carbon Income Fund completed an initial public offering of 18.5 million trust units priced at $10 per unit, for gross proceeds of $185 million. The net proceeds of the offering were used to acquire an indirect 35.05 per cent interest in Great Lakes Carbon LLC (GLC). The net proceeds from the IPO, together with borrowings under a new US$130 million senior credit facility and the private issuance of securities effectively exchangeable for units of the fund, were used to retire GLC’s previous capital structure consisting of a senior credit facility, senior subordinated notes and holding company discount debentures. GLC is the world’s largest producer of both anode and industrial grade calcined petroleum coke, a material used in the production of aluminum.

The offering was underwritten by a syndicate of underwriters led by BMO Nesbitt Burns Inc., and included National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and TD Securities Inc. The underwriters were granted an over-allotment option to purchase up to an additional 1.85 million trust units at $10 per unit. If the option is exercised, the net proceeds received will be used by the fund to indirectly acquire an additional interest in GLC from certain of its existing investors.

Great Lakes Carbon Corporation and the fund were represented by Torys LLP in Toronto and New York, with a team that included Jamie Scarlett, Glen Johnson and Melinda Anderson (Canadian corporate/securities), Luci Staller Altman, Darren Baccus, Amy Johnson-Spina, Mark Adkins and Maria Krasnikow (U.S. corporate), Jeff Gracer and Karin Bonner (U.S. environmental), Corrado Cardarelli and Ann Marie McGovern (Canadian tax) and Peter Keenan and Pamela Petree (U.S. tax).

The underwriters were represented in Canada, by Goodmans LLP with a team that included Stephen Pincus, Sheldon Freeman, Michael Partridge, Grant McGlaughlin, Gesta Abols and Mark Ableman (corporate/securities) and Mitch Sherman, Maureen Berry and Jon Northup (tax); and in the U.S., by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Andrew Foley and Sheila Gibb (corporate) and Richard Bronstein and Michael Levin (tax) in New York.