Petro-Canada Completes $3.2B Secondary Offering

On September 29, 2004, the largest share offering in Canadian history was completed when the Government of Canada sold its remaining 19 per cent stake in Petro-Canada, one of Canada’s largest oil and gas companies. In the global offering, the Government of Canada sold its remaining 49,390,104 Petro-Canada shares at C$64.50 per share. Gross proceeds to the government were C$3.2 billion (approximately US$2.5 billion). Petro-Canada did not receive any of the proceeds. The share sale completed the privatization of Petro-Canada begun in 1991.

Petro-Canada was represented in Canada and the US by Torys, under the direction of Alf Peneycad, vice-president, general counsel and chief compliance officer, and Hugh Hooker, associate general counsel and corporate secretary. The Torys team in Toronto included Peter Jewett, Patrice Walch-Watson, Aaron Emes, John Toffoletto and Vanessa Kee (corporate/securities), Lucia ten Kortenaar, Ron Nobrega and Jennifer Leach (tax). Torys’ New York team included Andy Beck, Brad Cost, Dan Miller and Mayah Judovits (corporate/securities), Peter Keenan and Gregg Benson (tax), and Jeff Gracer (environmental).

The Government of Canada was represented in Canada by Stikeman Elliott, with a team led by William Braithwaite that included Mihkel Voore and John Ciardullo in Toronto and Chris Nixon and Alyson Goldman in Calgary; and in the US by the Toronto office of Shearman & Sterling, with a team that included Brice Voran, Christopher Cummings, Jennifer Mazin and Doug Nathanson. The Government of Canada was also assisted by special advisor Harold MacKay, Q.C., of MacPherson Leslie & Tyerman in Regina.

CIBC World Markets, Merrill Lynch & Co. and RBC Capital Markets were co-lead underwriters and joint bookrunners. The underwriting syndicate comprised 16 Canadian investment dealers and six international firms. They were represented in Canada by Fraser Milner Casgrain, with a team that included Douglas Black, Q.C., David Spencer, Craig Story, Chima Nkemdirim, Irene Ludwig and Toby Allan (corporate/securities), Alex MacWilliam (environmental) and Scott Bodie and Jehad Haymour (tax). In the US, they were represented by Paul, Weiss, Rifkind, Wharton & Garrison, with a team that included Ted Maynard, Andrew Foley, Angus Tarpley, John Mercury and Michael Elliott (corporate/securities), David Sicular and Annie Jeong (tax), William O’Brien (environmental) and Richard Elliott (regulatory).