On April 20, 2016, Paramount Resources (Paramount) completed the sale of sour gas processing assets in north western Alberta to Pembina Gas Services Limited Partnership, an indirect wholly owned subsidiary of Pembina Pipeline Corporation (Pembina) for cash and other considerations.
As part of the transaction, Paramount and Pembina have entered into a twenty year midstream services agreement that secures Paramount’s priority access to sold capacity at the Musreau Facility. Under the terms of the transaction, Pembina has acquired Paramount’s preliminary engineering studies, licenses and surface rights with respect to a proposed sour gas processing facility and additional sour gas processing assets, and has agreed, at Paramount’s election, to provide additional capacity on agreed terms.
Concurrent with the acquisition, Pembina announced an offering of common shares through a syndicate of underwriters co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. On March 29, 2016, the offering closed and Pembina issued 10,148,750 common shares for total gross proceeds of approximately $345 million, including the exercise of the underwriters’ option in its entirety.
Paramount was represented in-house by Mitchell Shier (General Counsel & Corporate Secretary Manager, Land), Anne Love and Reid Yester and Bennett Jones LLP by a team led by Pat Maguire and including Donald Greenfield, Tom McInerney, Jana Prete and Megan Bertram (corporate/oil & gas) and Beth Riley (competition).
On the acquisition, Pembina was represented in-house by Tim Nelson (Senior Legal Counsel) and Blake, Cassels & Graydon LLP by a team consisting of Mungo Hardwicke-Brown, Chris Harris and Paul Blyschak (corporate/oil & gas) and Jason Gudofsky and Litsa Kriaris (competition). On the common share financing, Pembina was represented in-house by Chelsea Hunter (Legal Counsel) and a Blakes team consisting of Jeff Bakker, Chad Schneider and Chris Salamon (corporate/securities).
The underwriters were represented by Stikeman Elliott LLP with a team comprised of Christopher Nixon, Keith Chatwin, Andrew Beamer and Zhuo Chen (corporate/securities) and Julie D’Avignon (tax).