On June 13, 2024, Coastal GasLink Pipeline Limited Partnership ("CGL") completed a private placement in Canada, the United States and certain other international jurisdictions (the "Offering") of $7.15 billion aggregate principal amount of first lien senior secured notes ("Senior Notes"). The Offering was comprised of multiple series of Senior Notes with staggered maturities and represents the largest Canadian dollar-denominated corporate bond offering to date. The Offering was completed through a syndicate of agents (the "Agents") led by RBC Dominion Securities Inc., Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc. The proceeds of the Offering were used to partially repay borrowings under CGL's construction credit facility, which were incurred to fund the construction and commissioning of the Coastal GasLink pipeline system (the "Pipeline System").
CGL, the owner of the Pipeline System, is owned by affiliates of TC Energy Corporation, Kohlberg Kravis Roberts & Co. L.P. ("KKR") (in partnership with National Pension Service of Korea) and Alberta Investment Management Corporation ("AIMCo") (on behalf of certain AIMCo clients). The Pipeline System is currently comprised of an approximately 670-kilometre pipeline, and an associated 90 MW compression and metering facility, designed to transport approximately 2.1 billion cubic feet per day of natural gas from northeastern British Columbia to the LNG Canada liquified natural gas export facility in Kitimat, British Columbia, to be converted into liquified natural gas and transported to international markets. The Pipeline System was mechanically completed in November 2023 and is one of the largest energy infrastructure projects in Canadian history. The Pipeline System has the potential for future expansion up to approximately 5.0 billion cubic feet per day in connection with two separate expansions.
CGL was represented by an in-house legal team of Neil Herle, Karyn Vernon and Nick Salaysay. Blake, Cassels & Graydon LLP acted as Canadian counsel to CGL, with a team led by Ross Bentley, Jeff Bakker and Kris Simard that included Cole Ollis, Ryley Harrigan, Mercer Timmis (Capital Markets), Michael McIntosh, Andrew Kolody, Aaron Zambonin (Financial Services), Ben Rogers, Christine Milliken, Max Ettinger, Andrea Djurkovic, Palmer Scott (Corporate), Dan Jankovic, Ahmed Elsaghir and Abbey Kind (Tax). Mayer Brown LLP acted as U.S. counsel to CGL with a team that included Jen Carlson and John Berkery.
Norton Rose Fulbright advised the Joint Lead Agents with a team led by Rick Borden and Jennifer Kennedy and that included Peter Wiazowski, Noam Ayali, Connor Kense, Marlow Gereluk, Joe Mooney, Amy Yang, Mitchell Ng, Hailey Boutin, Alexander Crisp, Carly Manning, Andrew Hopkins, Saajen Seetal, Ana Lucia Lobos, Thea Hays-Alberstat (Capital Markets), Darren Hueppelsheuser, Chris Johnston (Tax), Kaitlin Long (Indigenous and Regulatory) and Gunnar Benediktsson (Restructuring).
Osler, Hoskin & Harcourt LLP advised KKR and AIMCo with respect to the Offering, with a team that included Craig Spurn, Heidi Wong, Mike Pede (Energy / Corporate), Edward Wooldridge and Martha Martindale (Financial Services). AIMCo was represented internally by Matthew Synnott.