Viterra Completes Private Placement of US$400M of Senior Notes

On August 4, 2010, Viterra Inc. completed a private placement of US$400,000,000 aggregate principal amount of 5.950 per cent Senior Notes due 2020. The notes were sold in the United States pursuant to Rule 144A and pursuant to applicable exemptions in Canada and other jurisdictions. This was Viterra's inaugural US capital markets transaction.

The initial purchasers in the private placement were led by Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. and included TD Securities (USA) LLC, RBC Capital Markets Corporation, HSBC Securities (USA) Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., UBS Securities LLC, SG Americas Securities LLC, Scotia Capital (USA) Inc. and Rabo Securities USA, Inc.

The private placement was led in-house by Ray Dean, Senior Vice President, General Counsel and Corporate Secretary. Shearman & Sterling LLP acted as US counsel to Viterra, with a team that included Adam Givertz, Kevin Roggow, Tina Li and Daniel Weber (corporate); Laurence Crouch, Eileen O'Pray and Anil Kalia (tax) and Jason Pratt and Seth Kerschner (environmental). Torys LLP acted as Canadian counsel to Viterra with a team that included Thomas Yeo, Tom Zverina, Grace Pereira (tax), Victoria Blond and Nina Mansoori. MacPherson Leslie & Tyerman LLP acted as Alberta and Saskatchewan counsel to Viterra, with a team that included Doug Ballou.

Davis Polk & Wardwell LLP acted as US counsel to the initial purchasers, with a team that included Michael Kaplan, Jung Choi and Phoebe Nel (corporate); Gail Flesher and Emma Ahrens (environmental) and Lucy Farr and Aharon Illouz (tax).