EQUITY

CompanyExchange / SymbolHeadquartersAmountComments

Celero Energy Co. LPNAFort Worth, TexasUS$1 billionReceived private equity from Natural Gas Partners VIII LP and other investors to fund start-up and E&P in the U.S.

KBRNYSE: KBRHoustonUS$544.3 millionClosed its IPO of 21 million shares at US$17 each to pay debt to parent Halliburton. Lead underwriters were Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and UBS Securities LLC.

Red Technology Alliance LLCNAHoustonUS$500 millionPrivately placed equity through Petrie Parkman & Co. to fund E&P in the Rockies and Gulf of Mexico. Its parent is Halliburton Energy Services Inc. Investors were Riverstone LLC, First Reserve Corp. and Oaktree Capital Management LLC.

D-R Interholding LLCNAHoustonUS$346.2 millionPlans to sell 15 million shares of parent company Dresser-Rand Group Inc. at US$23.08 each and distribute approximately US$296 million in proceeds to affiliates of First Reserve Corp. and approximately US$50 million to certain members of Dresser-Rand management. D-R will not receive any proceeds. Morgan Stanley is the underwriter.

Linn Energy LLCNasdaq: LINEPittsburghUS$305 millionPrivately placed equity securities with lead investor Zimmer Lucas Partners LLC, co-lead investors GPS Partners LLC and Lehman Brothers MLP Partners LP, and investors Goldman, Sachs & Co., Magnetar Capital, Alerian Capital Management LLC, RCH Energy and Strome Investment Management LP to pay a US$250-million bridge facility and US$55-million of credit-facility debt that partially financed acquisitions of affiliated entities of Blacksand Energy LLC and the Midcontinent assets of Kaiser-Francis Oil Co.

Hercules Offshore Inc.Nasdaq: HEROHoustonUS$247.5 millionPlans to publicly offer 7.5 million shares at US$33 each. Credit Suisse Securities (USA) LLC is book-running manager, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Simmons & Co. International, UBS Securities LLC, Morgan Keegan & Co. Inc. and Pickering Energy Partners Inc. are co-managers.

NACG Holdings Inc.NYSE: NOAAcheson, AlbertaUS$140 millionPriced its IPO of 8.75 million shares at US$16 each. Credit Suisse Securities (USA) LLC, UBS Securities LLC and Jefferies & Co. Inc. were joint book-running managers, CIBC World Markets Corp. was co-lead manager, Simmons & Co. International and Stephens Inc.

were U.S. co-managing underwriters and Peters & Co. Ltd. was Canadian co-managing underwriter.

Constellation Energy Partners LLCNYSE: CEPBaltimoreUS$94.5 millionClosed its IPO of 4.5 million units at US$21 each. Citigroup Global Markets Inc. and Lehman Brothers Inc. were joint book-running managers and UBS Securities LLC, Wachovia Capital Markets LLC and Scotia Capital (USA) Inc. were co-managers.

Endeavour International Corp.Amex: ENDHoustonUS$88.7 millionPublicly offered 37.8 million shares at US$2.35 each to fund its acquisition of Talisman Expro Ltd.

Pearl Exploration and Production Ltd.Toronto CalgaryC$75 millionPlans to privately place 14.4 million subscription receipts at C$4.50

Venture: PXXeach and 1.7 million subscription receipts at C$5.85 each to pay debt and fund ongoing capital programs. GMP Securities LP is underwriter.

Aurora Oil & Gas Corp.Amex: AOGTraverse City, Mich.US$58.8 millionSold 19.6 million shares at US$3 each to fund E&P and other corporate purposes. Johnson Rice & Co. LLC was book-running manager and KeyBanc Capital Markets, a division of McDonald Investments Inc., and Morgan Keegan & Co. Inc. were co-managers.

Willbros Group Inc.NYSE: WGHoustonUS$51.8 millionPlans to privately place 3.7 million shares at US$14 each, with warrants to purchase an additional 558,354 shares, to fund general corporate purposes.



DEBT

Opti Canada Inc.Toronto: OPCCalgaryC$1.8 billionPlans to issue up to C$1.1 billion of high-yield senior secured notes, place a C$500-million revolving credit facility and place a C$200-million bridge credit facility to pay other debt.

Dresser Inc.NADallasUS$935 millionEntered a senior secured credit facility with a US$735-million term loan and a six-year US$150-million revolving credit facility to refinance $70 million of senior secured credit-facility debt, $125 million of senior unsecured term-loan debt, and $550 million of 9.375% senior subordinated notes.

Complete Production Services Inc.NYSE: CPXHoustonUS$600 millionWill privately place senior notes due 2016 to pay debt on Term B loans and term loans in connection with the Pumpco Services acquisition and to pay credit-facility debt.

Universal Compression Holdings Inc.NYSE: UCOHoustonUS$500 millionEntered a five-year senior credit agreement to fund working capital, acquisitions and general corporate purposes. Wachovia Capital Markets LLC and Deutsche Bank Securities Inc. are lead agents.

Forest Oil Corp.NYSE: FST DenverUS$375 millionAlaska subsidiary Forest Alaska Operating LLC plans to enter a term loan to fund a $350-million distribution to Forest Oil and provide initial working capital. Credit Suisse and JP Morgan are co-lead arrangers and joint book-runners.

Enterra Energy TrustNYSE: ENT; CalgaryC$350 millionEntered a senior secured bridge facility due 2007 to pay bridge-facil-

Toronto: ENT-UNity debt. Brookfield Bridge Lending Fund Inc. is agent.

Core Laboratories NVNYSE: CLBAmsterdamUS$300 millionSold an additional US$50 million in senior exchangeable notes for U.S subsidiary Core Laboratories LP in an overallotment to fund general corporate purposes.

Superior Energy Services Inc.NYSE: SPNHarvey, La.US$300 millionSESI LLC subsidiary plans to exchange 6.875% senior notes due 2014 for 6.875% senior notes due 2014.

Endeavour International Corp.Amex: ENDHoustonUS$300 millionEntered a US$225-million senior credit facility and a US$75-million second-lien term loan to fund its acquisition of Talisman Expro Ltd.

Core Laboratories NVNYSE: CLBAmsterdamUS$250 millionPlans to offer, through U.S. subsidiary Core Laboratories LP, senior

exchangeable notes due 2011 to pay exchangeable-note hedge transactions it plans with one or more financial institutions and to pay debt.

ATP Oil & Gas Corp.Nasdaq: ATPGHoustonUS$225 millionEntered a 4.75% second-lien tranche due 2010 and a 3.5% revolving credit facility due 2009 to fund redemption of Series A 13.5% and Series B 12.5% preferred shares.

Hornbeck Offshore Services Inc.NYSE: HOSCovington, La.US$220 millionPrivately offered 1.625% convertible senior notes due 2026 to fund the convertible-note hedge transactions it will enter with financial institutions.

Crane Co.NYSE: CRStamford, Conn.US$200 millionSold 6.6% notes due 2036 to pay debt.

Enterra Energy TrustNYSE: ENTCalgaryC$200 millionEntered a C$180-million syndicated revolving term facility and a C$20- million operated facility to pay all debt from the outstanding bridge facilities used to fund the acquisition of Oklahoma assets. The Bank of Nova Scotia was lead agent.

Warren Resources Inc.Nasdaq: WRESNew YorkUS$150 millionEntered a five-year credit agreement with a US$40-million initial borrowing base to fund working capital, capex, acquisitions and other corporate purposes. JP Morgan Chase Bank NA is administrative agent and Warren Resources of California Inc. and Warren E&P Inc. are guarantors.

Bow Valley Energy Ltd.Toronto: BVXCalgaryUS$150 millionClosed a debt facility with The Bank of Scotland consisting of a US$125-million senior facility and a US$25-million mezzanine facility to fund capex to develop the Enoch, Blane, Chestnut and Ettrick fields in the U.K. North Sea and ongoing capital requirements for the Kyle Field in the North Sea.

Willbros Group Inc.NYSE: WGHoustonUS$100 millionEntered a three-year senior synthetic credit facility that includes a US$25-million component for working capital with Calyon Securities to support projects and for general corporate purposes.

Petrowest Energy Services TrustToronto: PRW-UNGrand Prairie, AlbertaC$60 millionEntered a credit facility to fund acquisitions and capex.