On April 1, 2024, Pembina Pipeline Corporation completed its acquisition of all of the outstanding equity interests of Enbridge Inc. in the Alliance Pipeline, Aux Sable and NRGreen joint ventures for approximately $3.1 billion. The purchase price for the transaction was funded, in part, from the net proceeds of a $1.28 billion bought deal offering of subscription receipts in Canada and the United States, which closed on December 19, 2023, and an offering of $1.8 billion aggregate principal amount of senior unsecured medium-term notes in Canada, which closed on January 12, 2024.
Pembina was advised internally by Jason Metcalf, Don Sullivan, Chuck Davies, Juliamai Giffen, Nishi Thusoo and Brett Watson. Blake, Cassels & Graydon LLP acted as counsel to Pembina in connection with the transaction and the offerings with a team that included Chris Harris, Chad Schneider, Evan Herbert, Ashton Menuz, Erik Fleming and Palmer Scott (Corporate/M&A); Jeff Bakker, Chad Schneider, Kris Simard, Sean Cahill, Lindsay Hofer, Matt Santillo and Cole Ollis (Securities); Dan Jankovic, Monica Cheng and Regan Hunter (Tax); Sean Maxwell and Birch Miller (Employment); Cassandra Brown and Matthew Prior (Competition); and Terri-Lee Oleniuk and Matt Hammer (Regulatory). Bracewell LLP acted as U.S. counsel to Pembina in connection with the Transaction with a team that included Mark Lewis, Kirk Morgan and Boris Shkuta (Regulatory); Troy Harder, Andy Monk and Madison Rich (Corporate/M&A); Elizabeth McGinley (Tax); Daniel Hemli and Jackie Java (Anti-Trust); and Scott Sanders and Amber Dodds (Employment). Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as U.S. counsel to Pembina in connection with the Subscription Receipt Offering with a team that included Adam Givertz, Christopher Cummings, Christian Kurtz and Sarah Lu.
Enbridge was advised internally by Danielle Parrotta and David Taniguchi. Torys LLP acted as counsel to Enbridge with a team that included Derek Flaman, David Cuschieri, Tanis Makowsky, Matt Bean and Charlotte Hardwicke-Brown (Corporate/M&A); Omar Wakil and Ian Li (Competition); Andrew Bedford and David Meier (Real Estate); Tom Stevenson (Employment); Lou Cusano and Gino Bruni (Energy Regulatory); and Craig Maurice and Steven Marshall (Tax). Vinson & Elkins LLP acted as U.S. counsel to Enbridge with a team that included Mike Telle, Michael Zarcaro and Vestita Kuntz (Corporate/M&A); Alex Bluebond (Employment); and Ryan Carney and Adam Bateman (Tax). Sullivan & Cromwell LLP acted as U.S. regulatory counsel to Enbridge with a team that included Joseph J. Matelis.
Stikeman Elliott LLP acted as counsel to the underwriters under the Subscription Receipt Offering and the dealers under the MTN Offering with a team that included Keith Chatwin, Jordan Magidson and Braxton Houlden (Securities). Skadden, Arps, Slate, Meagher & Flom LLP acted as U.S. counsel to the underwriters under the Subscription Receipt Offering with a team that included Ryan Dzierniejko (Capital Markets), John Zelenbaba and Will Kosiancic (Corporate).