Davies

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• Acted for Pattern Energy Group LP in the establishment of its joint venture with an affiliate of Samsung C&T Corporation. The joint venture was formed to develop and operate up to 2,000 MW of wind power generation projects under the Ontario Feed-in Tariff Program and Samsung's Green Energy Investment Agreement with the Government of Ontario. The Green Energy Investment Agreement represents the largest initiative of its kind in the world. Up to 600 MW of wind turbines will be supplied to the Pattern-Samsung joint venture by Siemens Canada, which has announced that it will build Ontario's first blade factory to meet this demand.

• Acted for the Miami Access Tunnel consortium, comprised of Meridiam Infrastructure, Bouygues Travaux Publics and Transfield Services Ltd. for the design, build, finance, operation and maintenance of the US$1.3 billion greenfield Port of Miami Tunnel project. Davies also acted as lead counsel for the consortium on the financing of the Project, with the senior debt financing of US$340 million being provided through a club of 10 international banks and the subordinated debt financing of US$341 million being provided as a 35-year fixed rate loan by the United States Department of Transportation under the federal TIFIA (Transportation Infrastructure Finance and Innovation Act of 1998) program. This project was awarded the 2009 Global PPP Deal of the Year by Project Finance magazine and the 2009 Americas PPP Deal of the Year by each of Project Finance International and Project Finance magazine.

• Acted for Norddeutsche Landesbank Girozentrale, New York Branch, and KfW IPEX-Bank GmbH in connection with the establishment of credit facilities to finance the acquisition, construction and operation by Starwood SSM2 Canada Incorporated of 33.581 MW DC solar power facilities located in Sault Ste. Marie, Ontario.

• Acted for NordDeutsche Landesbank Girozentrale, New York Branch in the establishment of credit facilities for the acquisition, construction and operation by Starwood SSM1 Canada Incorporated of 22.352 MW DC solar power facilities in Sault Ste. Marie, Ontario.

• Acted for Norddeutsche Landesbank Girozentrale, New York Branch in connection with its financing on 9 MW of a combined 19 MW of solar power projects being developed via a joint venture between SunEdison, North America's largest solar energy services provider and SkyPower Corp., a major Canadian renewable energy developer. The 19 MW of solar projects are set to be completed by the end of 2009. The project, known as First Light, is the first project under the Ontario Renewable Energy Standard Offer Program to be project financed.

• Acting for Desjardins Société financière Inc., a wholly owned subsidiary of Fédération des caisses Desjardins du Québec ("Desjardins") in connection with Fiera Sceptre's proposed $309.5-million acquisition of Natcan Investment Management Inc.

• Acted for Algoma Power Inc., a subsidiary of FortisOntario Inc., in its private placement of $52 million of senior unsecured notes.

• Acted for NordDeutsche Landesbank Girozentrale, New York Branch in the establishment of credit facilities for the acquisition, construction and operation by Starwood SSM3 Canada L.P., of a 10 MW solar power facility in Sault Ste. Marie, Ontario.

• Acted for the lenders to Fengate Capital Management Ltd., Pemberton Group VIP Inc., Conservatory Group VIP Inc. and Laing O'Rourke Canada Limited, which was short-listed to design, build and finance the 2015 Pan/Parapan American Games Athletes' Village project.

• Acted for the Government of Canada, as vendor, in the disposition of Atomic Energy of Canada Ltd.'s Candu reactor division to SNC-Lavalin Group.  

• Acted for Bank of Montreal in connection with a $55-million secured credit facility made available to Leisureworld Senior Care Corporation for the acquisition of two luxury retirement residences.

• Acted for an agency syndicate led by BMO Nesbitt Burns Inc. in connection with offerings of medium term notes of Greater Toronto Airports Authority pursuant to shelf prospectuses filed in each of 2008 and 2010. Issuances of notes in the amount of $825 million, $600 million, $400 million and $600 million have been completed in each of 2008, 2009, 2010 and 2011, respectively, pursuant to this program.

• Acted for the lenders to the Rose City Parkway Group consortium (with Macquarie, Hochtief, Aecon and Fengate as sponsors), which was short-listed to design, build, finance and maintain the Windsor-Essex Parkway in Ontario.

• Acted for the underwriting syndicate of Canada Housing Trust No. 1, a special purpose securitization trust sponsored by Canada Mortgage and Housing Corporation, on the issue of an aggregate of $43.5 billion of Canada Mortgage Bonds in 2007, $35.7 billion in 2008, $46.9 billion in 2009, $39.3 billion in 2010 and $41 billion in 2011.

• Acted for a syndicate of dealers co-led by BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. in connection with the filing of a shelf prospectus for the offering of up to $2 billion in medium term notes by 407 International Inc. and in the offering of $1.5 billion of notes by 407 International Inc. in multiple series pursuant to the shelf prospectus.

• Acted for Nautilus Solar Energy, LLC in establishing partnership arrangements with Bright Power Inc. for the joint development and financing of rooftop solar energy generation projects under the Ontario Feed-in Tariff Program.

• Acted for BMO Capital Markets in connection with a $60-million bought deal private placement of subscription receipts of Fluid Music Canada, Inc. and for Bank of Montreal in connection with a US$100-million senior secured credit facility. The proceeds of the private placement and the bank financing will be used by Fluid Music to complete the EUR 160-million acquisition of Mood Media Group SA.

• Acted for Canadian Broadcasting Corporation and CBC Monetization Trust in its offering of $135,700,000 4.688% amortizing notes due 2027 and the purchase of assets from Canadian Broadcasting Corporation.

• Acted as Canadian counsel for Fiat S.p.A. in the purchase of substantially all of Chrysler LLC's operations by a new company formed in alliance with Fiat for approximately US$2 billion in cash and the assumption of certain liabilities under a U.S. restructuring (Chapter 11) and in the related approximately US$7 billion first lien credit facility provided by the United States Department of the Treasury and the approximately $2 billion working capital facility provided by Export Development Canada.

• Acted for Graywood Developments Ltd. in connection with a $65-million offering of Graywood GTA Condominium Limited Partnership by way of a private placement.

• Acted for Bank of Montreal and BMO Nesbitt Burns Inc. in connection with the 2008 restructuring of over $2 billion of asset-backed debt obligations and related credit derivatives transactions of Apex Trust and Sitka Trust.

• Acted for a syndicate of agents led by BMO Nesbitt Burns Inc. in two separate offerings in 2008 by 407 International Inc. of senior and subordinated medium term notes (issued in two series) in the aggregate principal amount of $550 million.

• Acted for BMO Nesbitt Burns Inc. in connection with its financing of the construction and operation of the run-of-the-river 23.6 MW hydroelectric facility at Umbata Falls in Ontario.

• Acted for Ontario Infrastructure Projects Corporation in its private placement of $300 million aggregate principal amount of 3.95% Infrastructure Renewal Bonds due 2013.

• Acted for the agents, CIBC World Markets Inc. and RBC Dominion Securities Inc., in a $200-million private placement by Ottawa Macdonald-Cartier International Airport Authority of 4.733% Revenue Bonds, Series D, due May 2, 2017.

• Acted for Access Justice Durham (sponsored by Babcock & Brown, and including PCL Constructors and Johnson Controls), the successful consortium which entered into an agreement to design, build, finance and maintain the Durham Consolidated Courthouse, the first availability payment PPP relating to courthouses in North America and the first project to be completed by Infrastructure Ontario. This project received the 2007 CCPPP Award of Merit for Project Financing.

• Acted for BMO Nesbitt Burns Inc. and a syndicate of lenders in connection with its $756-million financing of the Canaport liquefied natural gas (LNG) receiving and regasification terminal in New Brunswick. The facility is the first LNG regasification plant in Canada.

• Acted for a syndicate of agents of BMO Nesbitt Burns Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. in a $350-million private placement offering by Vancouver International Airport Authority of floating rate Series C Debentures and 4.424% Series D Debentures due in 2018.

• Acted for Trizec Canada Inc. and as Canadian counsel to Trizec Properties, Inc., one of the largest publicly traded REITs in the United States (and 38% owned by Trizec Canada), in their strategic auction, ultimately culminating in Brookfield Properties Corporation acquiring Trizec Canada in an all-cash plan of arrangement and Trizec Properties in a parallel US cash-out merger. The combined transaction was valued at US$8.9 billion.

• Acted for Fortis Inc. on its acquisition of all of the issued and outstanding shares of Aquila, Inc.'s utility subsidiaries in Alberta and British Columbia.