N-45° Closes Securities Offering

N-45° First CMBS Issuer Corporation, a member of CDP Capital-Mortgages and an indirect, wholly owned subsidiary of Caisse de dépôt et placement du Québec, closed on June 21, 2002 a $335.5 million commercial mortgage-backed securities (CMBS) offering. The securitized pool includes 15 whole loans and eight “A loans”, which consist of beneficial interests in eight other whole loans held by bankruptcy-remote SPE trusts pursuant to an A/B loan structure. The securitized loans are secured by real properties located in Quebec, Ontario, Saskatchewan, British Columbia and Nova Scotia. N-45°’s series 2002-1 is the first A/B loan CMBS offering ever made in Canada.

The issuer and promoter, Hypothèques CDPQ Inc., another member of CDP Capital-Mortgages, were represented by in-house counsel Madeleine Amyot and Josée Lebeau, and by Blake, Cassels & Graydon LLP with a team led by Pierre-Denis Leroux (business) in Montreal, and including Norm Saibil (business) and Michael Bantey and Eric Poole (securities) also in Montreal; Silvana D’Alimonte, Iris Tam and Pierre Crichton (real estate), Stephen Ashbourne and Mario Josipovic (securities), Paul Tamaki and Leslie Morgan (tax) in Toronto; Roger Howay and Gayle Hunter (real estate), Peter Kalbfleisch and Troy Moller (securities) in Vancouver; and Brock Gibson and Chad Schneider (securities) in Calgary.

The underwriting syndicate led by Scotia Capital Inc., and including National Bank Financial Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., Desjardins Securities Inc. and Canaccord Capital Corporation was represented by Borden Ladner Gervais LLP, with a team led by Rick Shannon (securities) in Montreal, and assisted by Pierre Côté, (financial services), Ian Taylor (real estate), Rhonda Friesen (securities) and Brian Schneiderman, Marilyn Piccini Roy and Virginia Chan (tax) also in Montreal; Andrew Harrison (financial services), Murray Shopiro (real estate) and John Tobin and Jonathan Willson (tax) in Toronto.