Riverstone Holdings LLC and Gibson Energy Inc. announce bought deal

Oct 18, 2011


CALGARY, Oct. 18, 2011 /CNW/ - Riverstone Holdings LLC ("Riverstone") and Gibson Energy Inc. (TSX: GEI) (the "Company") announce that Riverstone and the Company have entered into an agreement with a syndicate of underwriters (the "Underwriters") led by BMO Capital Markets to complete a secondary offering. Under the agreement, the Underwriters have agreed to purchase 14,000,000 common shares of the Company ("Common Shares") at a purchase price of $18.00 per Common Share for gross proceeds of $252,000,000. The Common Shares are being sold to the Underwriters by Riverstone. Riverstone has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments (the "Over-Allotment Option"), if any. The offering is expected to close on or about November 7, 2011. The Company has agreed to file and obtain a receipt for a preliminary short form prospectus by not later than October 24, 2011. Closing is subject to a number of customary conditions, including receipt of all necessary regulatory approvals.

Riverstone currently holds approximately 58 million common shares of the Company, representing a 62% interest in the Company. Following the closing of the offering, but before giving effect to the Over-Allotment Option, Riverstone will hold approximately 44 million common shares of the Company, representing a 47% interest in the Company. The Company will not receive any proceeds from the offering.

The Common Shares have not been registered under the U.S. Securities Act of 1933, as amended. This press release is not an offer of the Common Shares for sale in the United States, the Common Shares may not be offered or sold in the United States absent registration or an exemption from registration and any public offering of the Common Shares to be made in the United States will be made by means of a prospectus that may be obtained from the Company or the selling security holder, which will contain detailed information about the company and management, as well as financial statements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Riverstone Holdings LLC

Riverstone Holdings LLC, an energy and power-focused private equity firm founded in 2000, has approximately $17 billion under management across six investment funds, including the world's largest renewable energy fund. Riverstone conducts buyout and growth capital investments in the midstream, exploration & production, oilfield services, power and renewable sectors of the energy industry. With offices in New York, London and Houston, the firm has committed approximately $16.3 billion to 79 investments in North America, Latin America, Europe and Asia. For more information, visit www.riverstonellc.com

About Gibson

Gibson is one of the largest independent midstream energy companies in Canada and a major participant in the crude oil transportation business in the United States, and is engaged in the movement, storage, blending, processing, marketing and distribution of crude oil, condensate, natural gas liquids, and refined products. Gibson transports hydrocarbons by utilizing its integrated network of terminals, pipelines and truck fleet, located throughout western Canada and the United States.

Gibson shares trade on the Toronto Stock Exchange under the symbol GEI.

Gibson's primary objective is to generate stable and growing cash flows for shareholders through an attractive dividend and a growing asset base.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words ''anticipate'', ''plan'', ''contemplate'', ''continue'', ''estimate'', ''expect'', ''intend'', ''propose'', ''might'', ''may'', ''will'', ''shall'', ''project'', ''should'', ''could'', ''would'', ''believe'', ''predict'', ''forecast'', ''pursue'', ''potential'' and ''capable'' and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although the Company believes these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of regulatory decisions, competitive factors in the industries in which the Company operates, prevailing economic conditions, and other factors, many of which are beyond the control of the Company. The forward-looking statements contained in this news release represent the Company's expectations as of the date hereof, and are subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable securities regulations.

For further information:


Ken Hall
Vice President Investor Relations and Communications
Office: (403) 781-2899
Cell: (403) 869-7155



Jeffrey Taufield or James David
Kekst and Company
(212) 521-4800