Canada’s legal giants in the energy practice are on a roll the past year despite the disruptions caused by the pandemic, striking major deals one after another. Stikeman Elliott LLP, McCarthy Tétrault LLP and Torys LLP led all firms, closing dozens of deals worth hundreds of millions to billions of dollars. Norton Rose Fulbright Canada LLP, Torys LLP, Osler, Hoskin & Harcourt LLP, Bennett Jones LLP, Davies Ward Phillips & Vineberg LLP and Goodmans LLP also completed multiple transactions, while Cassels Brock & Blackwell LLP, Miller Thomson LLP, McMillan LLP, Dentons Canada LLP, Aird & Berlis LLP and Borden Ladner Gervais LLP closed their share of significant deals.
Deal: Tourmaline acquisition of Black Swan Energy
Closing date: July 15, 2021
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Firms involved:
Norton Rose Fulbright Canada LLP represented Black Swan.
Legal team: Kevin Johnson, Marcus Archer, Jason Giborski, Katherine MacPhail, Darren Hueppelsheuser, Elisabeth Trotter, Marlow Gereluk, Hailey Boutin, Jeff Landmann, Preston Brasch
Burnet, Duckworth & Palmer LLP represented Tourmaline.
Legal team: Bill Maslechko, James Kidd, Austin Fruson (corporate/M&A), Carolyn Wright, Jon Ozirny (corporate/energy), Brittney LaBranche (energy/competition), Heather DiGregorio (tax), Gina Ross (employment), Nancy Smith (banking)
Tourmaline Oil Corp. (Tourmaline) completed the acquisition of Black Swan Energy (Black Swan), acquiring all the shares of Black Swan in exchange for Tourmaline shares. Based on the Tourmaline share price and the net debt of Black Swan at the time of closing, the deal had a transaction value of approximately $1.2 billion. Black Swan was a private equity sponsored natural gas producer formed in 2011 with operations in northeast B.C., whose principal shareholders were investment funds managed by Warburg Pincus, Azimuth Capital Management and Canada Pension Plan Investment Board.
Deal: Gabon Power Company and Meridiam financing of the Kinguélé Aval Hydroelectric Power Plant
Closing date: July 2, 2021
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Firms involved:
Blake, Cassels and Graydon LLP represented the Government of Gabon, Ministry of Energy.
Legal team: Sébastien Vilder (power/financial services, lead lawyer), Fabien Lanteri-Massa, Paulina Balabuch, Rebecca Dawe (financial services)
Gide Loyrette Nouel in Paris represented Meridiam and Gabon Power Company.
Legal team: Marie Bouvet-Guiramand, Magueye Gueye
Allen & Overy LLP represented the lenders.
Legal team: Tim Scale, Pravesh Lallah, Sebastien Plamondon
Gabon Power Company (GPC) and Meridiam SAS completed the $100‑million financing of the Kinguélé Aval hydroelectric power plant. The plant will have a capacity of 35 MW and is expected to supply the national network up to 205 GWh per year, including 13 per cent of the electrical needs of Libreville, the capital of Gabon. It will lead to the replacement of existing thermal capacity and will save more than 150,000 tonnes of carbon-dioxide emissions per year. It will also benefit the electrification of rural areas such as Andock Foula, contributing to social inclusion in Gabon. The plant is expected to be commissioned by the end of 2024.
Deal: Pembina Pipeline Corporation acquisition of 50 per cent ownership interest in Cedar LNG Project
Closing date: June 8, 2021
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Firms involved:
Pembina Pipeline Corporation’s legal team consisted of Harry Andersen, Janet Loduca, Don Sullivan, Brenda Rawcliffe and Helen Cox.
Stikeman Elliott LLP supported Pembina Pipeline Corporation’s legal team in the acquisition.
Legal team: Chris Nixon, Patrick McNally, Kayla Zachariassen, Weitong Yan, Jordan Magidson (corporate/M&A), Chrysten Perry, Fred Erickson, Kurtis Reed (energy), Rachel Hutton, Simone Main (real estate), Julie D’Avignon, Gordon Masson (tax), Dennis Langen (regulatory), Kris Noonan (employment)
Pembina Pipeline Corporation acquired a 50 per cent ownership interest in the Cedar LNG Project and entered into a partnership with the Haisla Nation to develop the proposed Cedar LNG Project, a $3-billion floating liquified natural gas facility. The Cedar LNG Project, which will be located within the traditional territory of the Haisla Nation near Kitimat, B.C., will be the largest First Nation-owned infrastructure project in Canada and will have one of the cleanest environmental profiles in the world.
Deal: IFM Investors, Ontario Teachers’ joint acquisition of Enwave’s Canadian district energy operations
Closing date: June 7, 2021
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Firms involved:
Torys LLP represented IFM Investors and Ontario Teachers’.
Legal team: Krista Hill, Laurie Duke, Stephen Neil, Jesse Leonard (corporate/M&A), Amanda Balasubramanian, Scott Kraag, Tyrel Henderson (financing), Simon J.C. Williams (derivatives), Darryl Hiscocks, Susan Nickerson, Christophe Cinqmars-Viau (pensions and employment), Sabrina Gherbaz, Rose Chen (real estate), Jonathan Myers (energy regulatory), Dany Assaf, Eric Patenaude (foreign investment and competition), Tyson Dyck, Henry Ren, Emily Stewart (environmental), Jerald Wortsman, Benjamin Mann (tax), Edward Fan, Michele Clarizio (intellectual property), Molly Reynolds, Ronak Shah (privacy)
Mayer Brown LLP represented Brookfield Infrastructure.
Goodmans LLP also represented Brookfield Infrastructure.
Stikeman Elliott LLP acted as Canadian counsel to Bank of Montreal, as administrative agent, joint bookrunner and lead arranger and a club of lenders in connection with the acquisition.
Ontario Teachers’ Pension Plan Board and IFM Investors officially took ownership of Enwave Energy Corporation. Under the terms of a definitive agreement with Brookfield Infrastructure announced on Feb. 2, 2021, IFM Investors and Ontario Teachers’ jointly acquired a 100 per cent interest in the Canadian district energy operations owned by Enwave Energy Corporation for $2.8 billion on an enterprise value basis. The second infrastructure investment made together, IFM Investors and Ontario Teachers’ will retain the Enwave brand as part of the transaction and each own 50 per cent of the company.
Deal: Canadian Power Holdings Inc. acquisition of two wind power facilities
Closing date: June 1, 2021
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Firms involved:
CKI Infrastructure Holdings Limited’s legal team included Victor Luk, Jasmine Fong and Kenneth Wan.
Stikeman Elliott LLP advised Canadian Power Holdings Inc. in the acquisition.
Legal team: Kurtis Reed, Fred Erickson, Kayla Zachariassen, Chelsea Daku, Sebastian Maturana (energy), Colin Burn (corporate), Michael Dyck, Andrew Foster (banking and finance), Rachel Hutton, Avery Tsang, Alan Stachowiak (real estate/Indigenous), Dennis Langen (regulatory), Julie D’Avignon (tax), Gary Clarke (employment), Michael Kilby, Melissa Morton (competition and foreign investment)
McCarthy Tétrault LLP acted for Instar Asset Management.
Legal team: Sven Milelli (lead lawyer), Maureen Gillis, Erin O’Callaghan, Thomas Fung (energy), Kevin Wright (banking and finance), Kate McNeece (competition and Investment Canada Act matters), Selina Lee-Andersen (Aboriginal matters), Kim Brown (tax), Craig Shirreff, Jonathan Cheng (real property matters)
Canadian Power Holdings Inc., a wholly owned subsidiary of CK Group, acquired two wind power facilities with a combined capacity of 30 MW located in the Okanagan region of B.C. from Instar Asset Management. This included the assumption of the project debt financing. The acquisition marked CK Group’s first renewable energy project in Canada.
Deal: Whitecap Resources Inc. $300-million acquisition of Kicking Horse Oil & Gas Ltd.
Closing date: May 17, 2021
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Firms involved:
The legal team that advised Whitecap was led by Tim Richardson, general counsel at Whitecap.
Burnet, Duckworth & Palmer LLP assisted Whitecap’s legal team.
Legal team: Shannon Gangl, Grant Zawalsky, Sylvie Welsh, Austin Fruson (corporate/M&A), Heather DiGregorio (tax), Gina Ross (employment), Brittney LaBranche (energy, competition), Nancy Smith (banking).
Burnet, Duckworth & Palmer LLP also advised Kicking Horse.
Legal team: Bruce Allford, Syd Abougoush, Nigel Behrens (corporate/M&A), Kirk Lamb (tax), Stuart Money (energy), Alicia Quesnel (energy, competition), Bob Graham (employment), Craig Alcock, Sydney Black (litigation), Nicole Chorley (banking)
The legal team that advised Quantum was led by Lance Schuler, deputy general counsel at Quantum.
Stikeman Elliott LLP assisted Quantum’s legal team as outside counsel.
Legal team: Ben Hudy, Kayla Zachariassen, Weitong Yan (M&A)
Cassels Brock & Blackwell LLP also assisted Quantum’s legal team as outside tax counsel.
Legal team: Doug Richardson, Jocelyn Arnason (tax)
Whitecap Resources Inc. (Whitecap) closed its indirect acquisition of Kicking Horse Oil & Gas Ltd. (Kicking Horse), a portfolio company of Quantum Energy Partners (Quantum), for $300 million. The acquisition comprised 34.5 million Whitecap common shares, $56 million in cash and the assumption of net debt estimated at $54 million.
Deal: I Squared Capital Advisors (US) LLC acquisition of Atlantic Power Corporation
Closing date: May 14, 2021
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Firms involved:
Stikeman Elliott LLP acted for I Squared Capital Advisors (US) LLC.
Legal team: Patrick Duffy, Glenn Zacher, Daniel Gralnick (energy regulation), Dominique Rolland, David Masse, Jeremy Sculnick, Michael Ball, Olivier Elmoznino (M&A), Frank Mathieu, Genevieve Beebe (tax), Michael Kilby, Michael Rosenstock, Melissa Morton (competition, regulatory), Serge Levy, Philippe Bernier-Cormier (debt finance), Natasha Vandenhoven, Alyson Marta (pensions and benefits), Lorna Cuthbert, Lucy Carruthers (labour), Neil Shapiro, Simon Maine (real estate), David Brown, Stephanie Lapierre (litigation)
Sidley Austin LLP was U.S. counsel to I Squared Capital.
Cleary Gottlieb Steen & Hamilton LLP was U.S. counsel to Atlantic Power Corporation.
Goodmans LLP was Canadian counsel to Atlantic Power Corporation.
Legal team: Robert Vaux (M&A, lead lawyer), Jamie Van Diepen, Bill Gorman, Matthew Prager, Gail Jaffe, Laura Fraser, Zachary Hershenfeld (M&A), Jon Northup, Ken Saddington, Chris Baxter (tax), Tom Friedland, Mark Leonard (litigation), David Rosner (competition), Peter Ruby, Scott Kerr (energy regulation), Susan Garvie (employment), David Nadler (banking)
I Squared Capital Advisors (US) LLC acquired Atlantic Power Corporation (APC), an independent power producer with operations in eleven U.S. states and two Canadian provinces, in a go-private transaction with a total enterprise value of approximately US$961 million. The transaction was completed pursuant to an arrangement agreement entered into on Jan. 14, 2021 by affiliates of infrastructure funds managed by I Squared Capital and APC, pursuant to which APC’s outstanding common shares and the outstanding preferred shares and medium term notes of certain of APC’s subsidiaries were acquired.
Deal: Waterous Energy Fund acquisition of Osum Oil Sands Corp. to form Strathcona Resources Ltd.
Closing date: April 30, 2021
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Firms involved:
Blake, Cassels & Graydon LLP represented Waterous and Strathcona in all aspects of the transaction, including with respect to corporate, securities, financial services, litigation, competition/regulatory and employment matters.
Legal team: Kevin Kerr (corporate and M&A, lead lawyer), Olga Kary (securities and M&A, lead lawyer), Dan McLeod, Courtney Bohn, Ashton Weibe (securities), Ashton Menuz, Jack Whelan, Andrew Brier (corporate), Drew Campbell, Aaron Palmer, Simon Lidster (financial services), Julie Soloway, Kevin Macdonald (competition), Birch Miller (employment)
Blake, Cassels & Graydon LLP’s litigation team for the commission hearing consisted of: David Tupper, Renee Reichelt (lead lawyers), Randell Trombley, Alexandra Mackenzie
McCarthy Tétrault LLP represented Osum with respect to corporate, securities and litigation matters.
Legal team: John Osler, Q.C., Toby Allan (securities and M&A, lead lawyers), Sean Smyth, Q.C. (litigation, lead lawyer), Simran Choongh (securities and M&A), Myriam Hacault, Mark Risebrough (litigation)
Torys LLP represented lenders to the Waterous acquisition affiliate.
Legal team: Kevin Fougere (lending, lead lawyer), David Kolesar (lending), Neville Jugnauth, Lianne Tysowski (corporate/M&A), Megan Funke (corporate)
Waterous Energy Fund, an energy-focused private equity firm, completed its acquisition of Osum Oil Sands Corp., a private oil producer, by amalgamating Osum with its affiliate to form a wholly owned portfolio company carrying on business in the name of Strathcona Resources Ltd. The amalgamation follows Waterous’ successful partial takeover bid for Osum shares, which was completed on Mar. 15, as well as a prior private acquisition of Osum shares in mid-2020, for an aggregate deal value of $370 million.
Deal: Drax Group plc acquisition of Pinnacle Renewable Energy
Closing date: April 13, 2021
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Firms involved:
Osler, Hoskin & Harcourt LLP, working together with Slaughter and May, advised Drax.
Legal team: Manny Pressman, Alex Gorka, Brett Anderson, Jesany Killam-Michel, Bradley Lastman (corporate), Paula Olexiuk, Aqeel Virk, Storme McKop (commercial), Firoz Ahmed, Masoud Tasharofi (tax), Michelle Lally, Christopher Naudie, Gajan Sathananthan (regulatory), Damian Rigolo, Shari Cohen (employment), Ryan Nielsen, Sarah Sharp (real estate), Jonathan Marin (pensions), Patrick Welsh (environmental)
Slaughter and May also acted as legal advisor to Drax.
Stikeman Elliott LLP is acting as legal advisor to Pinnacle.
Legal team: Sean Vanderpol, Daniel Borlack, Christian Brands, Brian Lynch, Christopher Sullivan (corporate/M&A), Michael Kilby, Michael Rosenstock (competition), Lindsay Gwyer (tax), Lorna Cuthbert, Mari Maimets (employment), Alyson Frankie (pensions and benefits), David Brown (litigation), Rachel Hutton, Simone Mains (real estate)
Kirkland & Ellis LLP is also acting as legal advisor to Pinnacle.
Drax Group plc completed its all-cash acquisition of all of the issued and outstanding shares of Pinnacle Renewable Energy Inc. at a price of $11.30 per share, representing a premium of 13 per cent based on the closing market price as at Feb. 5, 2020 of $10.04 per share and valuing the fully diluted equity of Pinnacle at $385 million with an implied enterprise value of $741 million, including $356 million of net debt.
Deal: Tamarack Valley Energy Ltd. acquisition of Anegada Oil Corp. for $494 million
Closing date: April 12, 2021
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Firms involved:
McCarthy Tétrault LLP advised Anegada Oil Corp.
Legal team: Brian Bidyk (lead lawyer), Jamie Gibb, Prateek Gupta, Nathan Robb, Matt Hooker (M&A), Michel Ranger (tax), Jonathan Bitran (competition)
Stikeman Elliott LLP was opposing counsel.
Legal team: Sony Gill, Ben Layton, Mark Keohane, Andrew Bentz, Taylor Sakon, Olivia Sutter, Sebastian Maturana (corporate/M&A), Chrysten Perry, Chelsea Daku (energy), Michael Dyck, Andrew Foster (banking), Julie D’Avignon (tax), Mike Kilby, Laura Rowe (competition and foreign investment)
Tamarack Valley Energy Ltd. announced a definitive agreement to acquire Anegada Oil Corp. for $494 million. The total net consideration consists of $247.5 million in cash and debt, net of GORR, subject to adjustment and approximately 105.3 million common shares of Tamarack.
Deal: Seven Generations Energy Ltd. strategic combination with ARC Resources Ltd.
Closing date: April 6, 2021
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Firms involved:
Seven Generations Energy’s legal team included Kyle Brunner, Meredith St. John and Kyle Banbury.
Stikeman Elliott LLP also advised Seven Generations Energy Ltd. in the strategic combination.
Legal team: Leland Corbett, Ben Hudy, Rhonda Parhar, Wei Yan, Andrew Bentz, Chelsea Daku, Jordan Magidson, Melissa Craig, Sebastian Maturana, Olivia Sutter (corporate/M&A), Kris Noonan, Alain Saint-Onge (employment and labour), Julie D’Avignon, Gordon Masson, Conrad Gibbs (tax), Zev Smith (litigation), Michael Kilby, David Feldman (competition and foreign investment)
Burnet, Duckworth & Palmer LLP acted for ARC Resources Ltd.
Legal team: Grant Zawalsky, Kelsey Clark, Bronwyn Inkster, Lindsay Cox, Paul Mereau, Katy Josephs (corporate/M&A), Nancy Smith (banking), Sean Korney, Tasha Wood, Brendan Downey, Robyn Finley, Mike Henry (energy), Brittney LaBranche (energy/competition), Gina Ross, Bob Graham (employment), Jeff Sharpe, David de Groot (litigation), Heather DiGregorio (tax), Evan Dixon (energy/regulatory)
Seven Generations Energy Ltd. participated in a strategic combination with ARC Resources Ltd. in an all-share transaction valued at approximately $8.1 billion. ARC is now Canada’s largest condensate producer, third-largest natural gas producer and sixth-largest upstream energy company.
Deal: Shell Canada Energy Ltd. sale of Duvernay shale light oil position to Crescent Point Energy Corp.
Closing date: April 1, 2021
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Firms involved:
Shell was represented in-house by senior legal counsel Carolyn Milne, Stacey Hiew and Stephanie Beauvais.
Blake, Cassels and Graydon LLP supported Shell’s in-house legal team.
Legal team: Chris Harris (energy/corporate, lead lawyer), Ross Bentley, Courtney Bohn (securities/M&A), Terri-Lee Oleniuk, Matt Hammer (energy/regulatory), Julie Soloway (competition)
Crescent Point Energy Corp. was represented in-house by Mark Eade, senior vice president, general counsel and corporate secretary, Peter Allegretto, associate general counsel and Kirsten Seagrave Millung, legal counsel.
Norton Rose Fulbright Canada LLP supported Crescent Point Energy Corp.’s in-house legal representation.
Legal team: Wayne Fedun (energy/corporate, lead lawyer), Jillian Bollinger (energy/corporate), Justin Ferrara, Jennifer McPherson (securities)
Royal Dutch Shell plc, through its affiliate Shell Canada Energy Ltd. (Shell), sold its Duvernay shale light oil position in Alberta to publicly listed Canadian energy company Crescent Point Energy Corp. (CPEC) for a total consideration of $900 million. The consideration comprised $700 million in cash and 50 million shares in CPEC common stock. The transaction includes the transfer of approximately 450,000 net acres in the Fox Creek (Kaybob) and Rocky Mountain House (Willesden Green) areas, along with related infrastructure, currently producing around 30,000 barrels of oil equivalent per day from more than 270 wells.
Deal: Saturn Power financing for Saskatchewan’s first utility scale Solar PV project
Closing date: March 31, 2021
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Firms involved:
Miller Thomson LLP represented Saturn Power in the project financing.
Legal team: Aaron Atcheson, Katlyn Cooper
McMillan LLP represented CWB Maximum.
Legal team: Ahsan Mirza (lead lawyer), Alex Ricchetti
Saturn Power Inc. secured a $14 million term loan from CWB Maxium, on a project finance basis, to fund the construction of its Highfield Solar Project, Saskatchewan’s first industrial-sized solar facility. First announced in 2018, the Highfield Solar Project is expected to provide 10 MW AC of solar energy to Saskatchewan’s energy supply through a power purchase agreement with SaskPower. It has already begun construction in collaboration with miEnergy, a renewable energy solutions provider, in fall 2020.
Deal: Axium Infrastructure acquisition of renewable portfolio from Canada Pension Plan Investment Board
Closing date: January 12, 2021
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Firms involved:
Davies Ward Phillips & Vineberg LLP represented Axium.
Legal team: Anthony Spadaro, Shayna Goldman (corporate/M&A), Sarah Powell (energy), Charles Tingley (antitrust), Marc André Gaudreau Duval, James Trougakos (tax), Gabriella Lombardi (real estate)
Torys LLP represented Cordelio Power.
Legal team: Huw Evans, Jacob Posen, Taylor Overing, Claire Chapman, Jason Lamb (corporate/M&A), Scott Kraag, Aren Thomasian (lending), Jerald Wortsman, Benjamin Mann (tax), Andy Gibbons, Brandi Tye (real estate), Jonathan Myers (regulatory), Omar Wakil, Ian Li (competition), Michael Fortier (environmental), Scott Bell (pensions)
Axium Infrastructure completed the acquisition of a 49 per cent interest in Cordelio Power’s 396 MW renewable portfolio from the Canada Pension Plan Investment Board. The portfolio includes four wind power generation facilities — Summerhaven, Conestogo, Varna and Jericho — and two solar power generation facilities — Sombra and Moore — all located in Ontario.
Deal: Centrica plc completion of agreement to sell Direct Energy to NRG Energy for US$3.625 billion
Closing date: January 5, 2021
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McCarthy Tétrault LLP acted as Canadian counsel to Centrica and Direct Energy.
Legal team: David Woollcombe, Cathy Samuel (lead lawyers), Niki Gill (corporate/M&A), Joseph Palin (financial services), Patrick McCay, Rob Nearing, Nicolas Cloutier, Wendy Brousseau, Salvatore Mirandola, Steve Marshall (tax), Kelleher Lynch, Randy Bauslaugh, Deron Waldock (pensions and benefits), Don Houston, Jonathan Bitran, Erin Keogh (competition), Ben Aberant (employment), Mendy Chernos, Kara Smyth, Reena Goyal, Keith Guinn, Nicole Fitz-Simon, Nathan Stewart (litigation/risk), Kimberly Howard (regulatory/environmental)
Cravath, Swaine & Moore LLP and Slaughter and May were joint counsel.
Torys LLP acted as Canadian counsel to NRG Energy.
Legal team: Janan Paskaran (lead lawyer), Ian Gordon, Collin Intrater, Carleigh Kennedy, Tanis Makowsky (corporate/M&A), Lou Cusano, Jonathan Myers, Tim Pavlov, Taylor Campbell (regulatory), Omar Wakil, Ian Li (competition), Tom Stevenson, Patrick Denroche (pensions and employment)
Baker Botts LLP and Latham & Watkins LLP were also opposing counsel.
Centrica plc completed its sale of Direct Energy, its North American energy supply, services and trading business, to NRG Energy Inc. for US$3.625 billion, or approximately £2.85 billion, in cash.
Deal: Cenovus Energy $23.6 billion strategic combination with Husky Energy
Closing date: January 1, 2021
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Firms involved:
The in-house legal team that represented Cenovus consisted of Al Reid (executive vice-president, stakeholder engagement, safety and legal and general counsel), Gary Molnar (vice-president, legal, assistant general counsel and corporate secretary), Natasha Dhillon-Penner, Jason Francoeur, Geoffrey Paskuski, Suzanne Smith, Alex Himour and Colin Ritchie.
Bennett Jones LLP acted as lead external counsel to Cenovus.
Legal team: John Piasta (M&A, lead lawyer), Harinder Basra, Colin Perry, Brent Kraus (M&A), Beth Riley (competition and M&A), Anu Nijhawan (tax), Thomas McInerney, Ashley White (energy), Mark Rasile (banking), Carl Cunningham (employment), Mike Theroux (litigation), Shawn Munro (regulatory), Mark Powell, Jordan Fremont, Sebastien Gittens, Keely Cameron, Eric Chernin, Jared Mackey, Jessica Horwitz, Dom Sorbara, Kevin Zhou, Steven Bodi, Duncan D'Arcy, Kathryn Shaw, Allegra Hessels, Annie Tonken, Graham Cook, Julia Pasieka
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as Cenovus’ U.S. counsel.
Legal team: Andrew Foley, Adam Givertz (corporate partners), Steve Centa (counsel), Lewis Fainer, Ian Hazlett, Sarah Lu, David Marshall, Joshua Thompson, Thea Winterton-Perks, Sam Zhu (associates), Robert Holo (tax partner), Dhrumit Joshi, Valentine Lysikatos Carey (associates), Jean McLoughlin (employee benefits partner), Lisa Krausz Eisenberg (counsel), William Chen (associate), Rachel Fiorill, Peter Jaffe (litigation counsel), Richard Elliott (international trade counsel), Marta Kelly (antitrust counsel), Chad de Souza (associate)
The in-house team that represented Husky consisted of James Girgulis, Jason McCormick, Dave Bramwell, Cheryl Ann Merchant, Melanie Pituch and Kyla Stott-Jess.
Osler, Hoskin & Harcourt LLP advised Husky Energy Inc.
Legal team: Dan Kolibar, Justin Sherman, Donald Gilchrist, Kelsey Armstrong, Peter Osmond, Jacob Young, Aqeel Virk, Lindsay Hofer, Storme Mckop (corporate), Riley Whitlock, Allan Morgan (real estate), Shuli Rodal, Kaeleigh Kuzma, Gajan Sathananthan (competition/antitrust and foreign investment), Tristram Mallett, Lauren Harper, Kelly Twa (litigation)
Norton Rose Fulbright US LLP acted as U.S. counsel to Husky.
Legal team: Chris Hilbert (lead lawyer), James Lacey (corporate and securities), Stefan Reisinger, Marc Waha (regulatory), Andrew Eklund, Gerald Stein (antitrust)
McCarthy Tétrault LLP acted as tax counsel to Husky.
Legal team: Raj Juneja, Robert Kopstein, Justin Shoemaker
Stikeman Elliott LLP acted as counsel to Hutchison Whampoa Europe Investments S.à r.l., a major shareholder of Husky.
Legal team: Elizabeth Breen, John Ciardullo, J.R. Laffin, J.B. Elliott, Malcolm Peck-McQueen (M&A), David Weekes, Lindsay Gwyer, Sarah Visentin (tax), Michael Kilby (regulatory)
Marvin Yontef, Esq. acted as legal counsel to L.F. Investments S.à r.l., a major shareholder of Husky.
Skadden Arps Slate Meagher & Flom LLP acted as U.S. competition counsel to Hutchison Whampoa Europe Investments S.à r.l. and L.F. Investments S.à r.l.
Legal team: June Dipchand (M&A partner, lead lawyer), Eric Cochran (partner), Marissa Smith, Michael Amalfe (M&A associates), Ryan Dzierniejko (partner), John Zelenbaba (capital markets associate), Michael Leiter (national security partner), Kenneth Schwartz (antitrust partner), Liz Malone (environmental counsel)
Cenovus Energy Inc. (Cenovus) completed its $23.6 billion strategic combination with Husky Energy Inc. (Husky) to create a resilient integrated energy leader. The all-stock transaction was accomplished through a court sanctioned plan of arrangement under the Business Corporations Act (Alberta) and approved by both companies’ shareholders and multiple regulatory authorities.
Deal: Enerkem completion of hybrid equity and debt financing for construction of biofuel plant
Closing date: December 23, 2020
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Firm involved:
Stikeman Elliott LLP acted as counsel to Enerkem in its hybrid equity and debt financing.
Legal team: Vanessa Coiteux, Maxime Jacquin, Aaron Fransen, Léola Muntu-Caron (finance), Ramandeep Grewal, Amy Chao, Jordan Altman, Nicolas Karsenti (corporate)
Enerkem completed its hybrid equity and debt financing for the construction of its $875 million biofuel plant in Varennes, Quebec with Shell, Suncor, Proman and Investissement Quebec.
Deal: Enerkem completion of hybrid equity and debt financing for construction of biofuel plant
Closing date: December 18, 2020
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Firms involved:
Burnet, Duckworth & Palmer LLP advised Tourmaline.
Legal team: William Maslechko, James Kidd (corporate, lead lawyers), Jon Ozirny, Austin Fruson, Katy Josephs (corporate), Gina Ross (employment), Dan McDonald (litigation), Heather DiGregorio (tax), Brittney LaBranche (competition), Mitch Williams (banking/finance), Carolyn Wright (energy)
Blake, Cassels & Graydon LLP represented Jupiter in Canada.
Legal team: Christine Milliken, Ben Rogers (corporate and commercial/energy, lead lawyers), Ashton Menuz, Garett Morin, Victoria Schmidt, Erik Fleming (corporate and commercial/energy), Carrie Aiken, Monica Cheng, Daniel Jankovic, Derrick Osborne (tax), Jeff Bakker, Michael Barrett, Sarah Hammond (securities), Kelly Bourassa, James Reid (restructuring and insolvency), Sean Maxwell (pensions) Lindsey Knibbs, de Lobe Lederman, Birch Miller (employment and labour), Alexandra MacKenzie (litigation), Aaron Palmer, Daniel Rosario, Nick Tropak (financial services), Julia Potter, Julie Soloway (competition)
Vinson & Elkins LLP acted as Jupiter’s U.S. legal advisors.
Legal team: Shelley Barber, Robert Kimball
Tourmaline Oil Corp. (Tourmaline) completed its acquisition of Jupiter Resources Inc. (Jupiter) whereby it acquired all the issued and outstanding shares of Jupiter for a total consideration of approximately $630 million, comprising 24.2 million Tourmaline common shares, and the assumption of net debt of approximately $200 million, inclusive of all transaction costs. The acquisition was completed pursuant to a plan of arrangement under the Canada Business Corporations Act.
Deal: Whitecap Resources and TORC Oil & Gas $565 million business combination agreement
Closing date: December 8, 2020
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Firms involved:
McCarthy Tétrault LLP advised TORC Oil & Gas.
Legal team: James Pasieka, Brian Bidyk, Gordon Cameron (lead lawyers), Farhiyah Shariff, Ashley Wilson (corporate/M&A), Kimberly Brown, Steve Marshall (tax), Dominic Thérien (competition/antitrust), Sean Smyth, Lyndsey Delamont (litigation)
Tim Richardson, general counsel at Whitecap, led the team advising Whitecap.
Burnet, Duckworth & Palmer LLP also advised Whitecap.
Legal team: Grant Zawalsky (corporate/M&A managing partner), Shannon Gangl, Bronwyn Inkster (corporate/M&A partners), Gina Ross (employment partner), Joanne Luu (litigation partner), Heather DiGregorio (tax partner), Brittney LaBranche (competition/energy associate), Nigel Behrens, Austin Fruson, Katy Josephs (corporate/M&A associates)
Whitecap Resources Inc. (Whitecap) and TORC Oil & Gas Ltd. (TORC) announced an agreement for a business combination valued at approximately $565 million via a plan of arrangement under the Business Corporations Act (Alberta). Under the terms of the agreement, TORC shareholders receive 0.57 Whitecap common shares in exchange for each TORC common share held. The Whitecap executive team would manage the new combined entity, which will have an enterprise value of approximately $4 billion and be among Canada’s most significant light oil providers.
Deal: Shell Canada limited partnership with Enerkem to develop innovative clean technologies
Closing date: December 8, 2020
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Firms involved:
McCarthy Tétrault LLP advised Shell Canada, including providing strategic assistance regarding governance, environmental, IP, competition and other Quebec-specific matters.
Legal team: Suzanne Murphy, Cindy Vaillancourt (Toronto), Louis-Nicolas Boulanger, Dominic Thérien, Anastassia Chtaneva (Montreal), Vincent Yip (Vancouver), Marie-Pier Gosselin (Quebec City)
Stikeman Elliott LLP acted as opposing counsel.
Legal team: Vanessa Coiteux, Ramandeep Grewal, Amy Chao, Jordan Altman,Nicolas Karsenti (corporate), Maxime Jacquin, Aaron Fransen, Léola Muntu-Caron (finance)
Blake, Cassels & Graydon LLP represented Suncor.
Legal team: Chris Harris (lead lawyer), Peter Keohane, Evan Herbert (corporate)
Deal: Innu communities reconciliation and collaboration agreement with Iron Ore Company of Canada
Closing date: December 3, 2020
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Firms involved:
IOC was represented by Benoît Palmer.
Norton Rose Fulbright Canada LLP also represented IOC.
Legal team: Pierre-Christian Labeau
Dionne Schulze s.e.n.c. represented the Innu of Matimekush‑Lac John.
Legal team: David Schulze, David Janzen
O’Reilly & Associés represented the Innu of Uashat and Mani-Utenam.
Legal team: James A. O’Reilly, Marie‑Claude André‑Grégoire
Kendall Carot also represented the Innu of Uashat and Mani-Utenam.
Legal team: Morgan Kendall, Sophia Ladovrechis
The Innu communities of Uashat mak Mani-utenam and Matimekush-Lac John signed a reconciliation and collaboration agreement with the Iron Ore Company of Canada (IOC). The agreement was named “Ussiniun,” which means “renewal” in the Innu language. The agreement facilitates increased participation by the Innu communities in IOC’s activities, delivering financial benefits and socio-economic initiatives across employment, training and business opportunities. IOC also agreed to collaborate with the Innu on environmental monitoring and protection. The financial details of the agreement are confidential.
Deal: Headwater Exploration Inc. acquisition of assets from Cenovus Energy
Closing date: December 2, 2020
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Firms involved:
Burnet, Duckworth & Palmer LLP advised Headwater.
Legal team: Ted Brown, Bronwyn Inkster, Braeden Pivnick (corporate), Carolyn Wright, Brittney LaBranche, Tasha Wood (energy)
Dentons Canada LLP advised Cenovus.
Legal team: George Antonopoulos, Hazel Saffrey, Mauryah McLaughlin, Matthew Potts (energy), Nicole Bacsalmasi, Raveena Benipal (corporate), Simon Kupi (competition)
Headwater Exploration Inc. (Headwater) and Cenovus Energy Inc. (Cenovus) announced the closing of the acquisition by Headwater of Cenovus’ assets in the Marten Hills area of Alberta for $100 million.
Deal: Shell Canada limited partnership with Enerkem to develop innovative clean technologies
Closing date: November 30, 2020
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Firms involved:
Stikeman Elliott LLP acted as counsel in relation to the acquisition.
Legal team: Maxime Jacquin, Philippe Bernier-Cormier, Jerry Zi Yi Huang (project finance), Dominique Rolland, Jessica Vona (corporate/M&A), Franco Gadoury, Vanessa Clusiau (tax), Éric Mongeau, Romy Proulx (litigation)
Stikeman Elliott LLP also acted in relation to the bought deal public offering.
Legal team: Julien Michaud, Antoine Champagne, Olivier Elmoznino (corporate/securities) Franco Gadoury, Phil Kattan (tax)
Stikeman Elliott LLP also acted in relation to the refinancing.
Legal team: Aaron Fransen, Philippe Bernier-Cormier (project finance), Patrick Duffy (regulatory and environment), Dana Porter, Erin Jennings (real estate)
Norton Rose Fulbright Canada LLP acted as counsel to Caisse de dépôt et placement du Québec in relation to the acquisition.
Legal team: Nicolas Labrecque, Charles St-Pierre
Blake, Cassels and Graydon LLP acted as counsel to the lenders and administrative agent in the refinancing of the Niagara Region wind farm.
Legal team: Sébastien Vilder (lead lawyer), Mahnaz Jan Ali, Rebecca Dawe (power/financial services), Charles Kazaz (environmental), Silvana D’Alimonte (real estate), François Auger (tax)
Fogler, Rubinoff LLP acted as counsel to a wholly owned subsidiary of the Six Nations of the Grand River Development Corporation in relation to the refinancing with a team led by Artem Miakichev (corporate and project finance).
Taylor McCaffrey LLP acted as counsel to the borrowers in Manitoba in relation to the bought deal public offering.
Legal team: Norman K. Snyder, Sean Hicks
Aird & Berlis LLP advised the IESO in relation to Niagara Region Wind Farm’s obligations to the IESO under certain power purchase arrangements.
Legal team: Ron Clark, Lisa Moreau
Boralex Inc. acquired the 49 per cent equity stake held by the Caisse de dépôt et placement du Québec (CDPQ) in three wind farms in Quebec for a cash consideration of $121.5 million, which may be supplemented by a conditional consideration of up to $4 million. The acquisition added 145 MW net power to Boralex’s installed capacity.
Deal: Ballard Power establishment of at-the-market equity program
Closing date: November 27, 2020
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Stikeman Elliott LLP acted as Canadian counsel to Ballard Power in connection with the establishment of the at-the-market equity program.
Legal team: John Anderson, Michael Urbani, Daniel Yip, Giovanni Boscariol, Jalen Nordmark (corporate/securities), Julie D’Avignon, Kevin Guenther, Gordon Masson (tax)
Stikeman Elliott LLP also acted in connection with the bought deal offering.
Legal team: John Anderson, Michael Urbani, Daniel Yip, Jalen Nordmark (corporate/securities), Julie D’Avignon, Gordon Masson (tax)
Dorsey & Whitney LLP acted as U.S. counsel to Ballard Power in connection with the at-the-market equity program and with the bought deal offering.
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as U.S. counsel to the agents in connection with the at-the-market equity program, and to the underwriters in connection with the bought deal offering.
Borden Ladner Gervais LLP acted as Canadian counsel to the agents in connection with the at-the-market equity program and to the underwriters in connection with the bought deal offering.
Legal team: Graeme Martindale, Salvador Pimentel (lead lawyers)
Ballard Power established an at-the-market equity program, pursuant to which it may sell up to US$250 million in common shares on the TSX or NASDAQ at the prevailing market price at the time of sale. This program is one of the first to be launched in Canada under the recent amendments to National Instrument 44-102 – Shelf Distributions. The launch of the program was announced on September 1, 2020.
Ballard Power also conducted a cross-border bought deal offering of 20,909,300 common shares at a price of US$19.25 per common share for aggregate gross proceeds of US$402,504,025. Due to strong demand after launch of the offering on Nov. 23, 2020, Ballard agreed to increase the size of the base offering from US$250,019,000 to US$350,003,500. In addition, the underwriters exercised the over-allotment option in full, resulting in additional proceeds to Ballard of US$52,500,525.
Deal: Inuit-owned Innavik Hydro Project financial closing
Closing date: November 4, 2020
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Firms involved:
The in-house legal team of Innergex consisted of Yves Baribeault, chief legal officer and secretary and Cathy Villeneuve, legal counsel.
McCarthy Tétrault LLP represented Innavik Hydro and Innergex.
Legal team: Richard O’Doherty (lead lawyer), François Dupuis, Mathieu Leblanc, Karina Gagnon, Pierre Langlois, Marc-Alexandre Hudon, Marc-Antoine Addoumie, Anne Marie McDonald, Natalie Estevan (energy and financial services), Danielle Drolet, Danielle Gagnon, Marie-Pier Gosselin (real property and planning), Cindy Vaillancourt, Amelia Fong (environmental), Nicolas Cloutier, Samuel Julien (tax)
Pituvik Landholding Corporation was represented in-house by Alexandre Kibale.
Davies Ward Phillips & Vineberg LLP represented The Manufacturers Life Insurance Company.
Legal team: Nick Williams, Jennifer Prieto, Todd Wierenga, Dan Wolfensohn, Charles Hébert (financing), Elise Beauregard, Élodie Fon, Gabriella Lombardi, Amélie Doyon (real estate), Sarah Powell, Chloé D'Astous (environmental and Indigenous)
Innergex Renewable Energy Inc. and Pituvik Landholding Corporation reached the financial closing of a $92.8-million non-recourse construction and term project financing with The Manufacturers Life Insurance Company for the construction of the Innavik Hydroelectric Project, a 7.5 MW run-of-river hydroelectric facility on the Inukjuak River near Inukjuak, Nunavik, in northern Quebec.
Deal: Tourmaline Oil Corp. acquisition of Modern Resources Inc.
Closing date: November 2, 2020
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Burnet, Duckworth & Palmer LLP advised Tourmaline.
Legal team: Carolyn Wright, Brendan Downey, Mike Henry (energy), Gina Ross (employment), Heather DiGregorio (tax), Brittney LaBranche (competition), Jon Ozirny, Austin Fruson, Leslie-Anne Bowyer (corporate)
Norton Rose Fulbright Canada LLP advised Modern Resources Inc.
Legal team: Kirk Litvenenko, Darren Hueppelsheuser, Jennifer McPherson, Katherine MacPhail
Tourmaline Oil Corp. (Tourmaline) completed its acquisition of all the shares of Modern Resources Inc. for total consideration of approximately $144 million, consisting of $73.75 million cash and 1.5 million common shares, and the assumption of current net debt of approximately $44 million.
Deal: Fengate Capital Management acquisition of Freeport Energy Center from Calpine Corporation
Closing date: October 21, 2020
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Firms involved:
Davies Ward Phillips & Vineberg LLP represented Fengate.
Legal team: William Buchner, Anthony Spadaro, Paul Watkins
Davies Ward Phillips & Vineberg LLP also acted for Fengate in connection with its acquisition financing for the transaction.
Locke Lord LLP was local counsel to Fengate.
Legal team: Carrie Collier-Brown, John Arnold, Brandon Lobb, Mark Miller, Gerry Pels, Jerry Epps, Matthew Arth, Van Jolas, Harriet Miers, Chris Schrauff, Bruce Grabow, Stephen Bright
White & Case LLP represented Calpine.
Legal team: Michael Shenberg, Hailey Bair
Norton Rose Fulbright LLP represented Fengate’s lenders.Legal team: Ben Koenigsberg, Rebecca Abou-Chedid, Margaret Zelenski
Fengate Capital Management completed the acquisition of the Freeport Energy Center from Calpine Corporation. The acquisition was partially financed using non-recourse syndicated senior credit facilities secured over all the project assets.
Deal: Canadian Natural Resources Limited acquisition of Painted Pony Energy Ltd.
Closing date: October 6, 2020
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Firms involved:
Blake, Cassels and Graydon LLP represented Painted Pony.
Legal team: Scott Clarke (securities/M&A, lead lawyer), Christine Milliken (oil and gas, lead lawyer), Tim Andison, Sean Cahill, Kendall Grant, Sarah Hammond, Daniel McLeod (securities/M&A), Sean Maxwell (pensions), Carrie Aiken, Bharbara Parken (tax), Julie Soloway, Corinne Xu (competition)
Bennett Jones LLP represented Canadian Natural Resources Limited.
Legal team: Brent Kraus, Pat Maguire, Harinder Basra, Eric Chernin (corporate), Beth Riley (competition), Karen Dawson (banking), Michael Theroux (litigation), Darcy Moch (tax)
Canadian Natural Resources Limited (CNRL) acquired Painted Pony Energy Ltd. (Painted Pony) for $461 million. The deal included Painted Pony’s assets of Blair, Daiber, Kobes and Townsend in northeast B.C., which together produce about 270-million cubic feet per day of natural gas and 4,600 barrels per day of natural gas liquids. The transaction was completed by way of a plan of arrangement under the Canada Business Corporations Act. CNRL will also assume Painted Pony’s debt of $350 million. According to the terms, CNRL will acquire Painted Pony’s outstanding shares for 69 cents per share in cash. The transaction will allow CNRL to grow its position in the liquids-rich Montney natural gas region of northeastern B.C.
Deal: Resource Corp. closed financing on the $1.5-billion Cascade Power Project
Closing date: August 27, 2020
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Firms involved:
Osler Hoskin & Harcourt LLP advised Kineticor Resource Corp.
Legal team: Lorne Carson (legal team), Allan Morgan (corporate), Elliot Smith (commercial), Martin Ignasiak (regulatory, environmental, Aboriginal and land), Dana Saric (financial services)
Torys LLP served as legal advisor to the sponsors.
McCarthy Tétrault LLP advised the lenders.
Davies Ward Phillips & Vineberg LLP represented Axium Infrastructure Inc.
Legal team: Anthony Spadaro, Nicholas Williams, Marc Pontone, Christopher Anderson, Sarah Powell, Marc André Gaudreau Duval
Kineticor Resource Corp., together with joint development sponsors Macquarie Capital and OPTrust and project sponsors OPTrust, Axium Infrastructure and DIF Capital Partners, successfully closed financing on the $1.5-billion Cascade Power Project.
Deal: Shell Canada limited partnership with Enerkem to develop innovative clean technologies
Closing date: July 9, 2020
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Firm involved:
McCarthy Tétrault LLP advised ATB Financial.
Legal team: Joseph Palin (lead lawyer), Audrey Bouffard-Nesbitt, Alison Walker,
Cristina Arantes, Kerri Howard, Jamie Gibb, Elizabeth Rafferty
ATB Financial, as administrative agent, ATB Financial, Fiera Infrastructure Private Debt Fund LP and TELUS Pensions Liability Hedging Master Trust, as lenders, and Claresholm Solar LP, which is a partnership between Capstone infrastructure Corporation and Danish renewable energy investment group Obton A/S, entered into a credit agreement providing for the $130-million financing for the construction of 132-megawatt Claresholm solar project located in the Municipal District of Willow Creek, Alberta. The project is a partnership between Canadian clean energy investor Capstone Infrastructure Corporation, which has 51 per cent ownership interest, and Danish renewable energy investment group Obton A/S, which has 49 per cent ownership interest. Seventy-four megawatts of electricity from the project will be supplied to TransCanada Energy Ltd. pursuant to a power purchase agreement.
Deal: Shell Canada limited partnership with Enerkem to develop innovative clean technologies
Closing date: June 22, 2020
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Bennett Jones LLP served as chief legal advisor to Canadian Utilities Limited.
Legal team: Mark Kortbeek (lead lawyer), Will Osler, Geoff Stenger, Jason Roth, Stephen Burns, Deirdre Sheehan, Chris Simard, Anu Nijhawan, John Gilmore, Simon Foxcroft, Denise Bright, Darrel Pearson, Sabrina Bandali, Margaret Kim, Paul Blundy, Sina Kazemi, Allegra Hessels, Luke Johnson, Jared Mackey, Tayler Meagher
Quanta Services, Inc. was represented by its internal counsel Brett Schrader and Kari Findley.
Innovative Emergency Management was represented by its internal counsel.
DLA Piper LLP represented the Consortium.
Legal team: Francisco Cerezo, Nikos Buxeda, Rachel Albanese, Manuel Lopez-Zambrana, Harriett Lipkin, Sam Knowles, Ryan Vann, Camille Alvarez, Joseline Rodriguez
Covington & Burling LLP also advised the Consortium.
Legal team: Joseph Tato, Brad McCormick
Cleary, Gottlieb, Seen & Hamilton LLP represented the Puerto Rico Public-Private Partnerships Authority.
Legal team: Richard Cooper, Chantal Kordula, Alejandro Canelas Fernadez, Gabriella Fortun, Victoria del Rio-Guarner.
Pietrantoni Mendez & Alvarez LLC served as local Puerto Rico counsel to the Puerto Rico Public-Private Partnerships Authority.
Proskauer Rose LLP represented the Financial Oversight and Management Board of Puerto Rico.
Legal team: Paul Possinger, Jenifer Jones, Ehud Barak.
Nixon Peabody LLP served as tax counsel to the Financial Oversight and Management Board of Puerto Rico.
After an 18 month RFP process run by the Puerto Rico Public-Private Partnerships Authority (P3A), the consortium comprised of Canadian Utilities Limited, Quanta Services, Inc. and Innovative Emergency Management was selected as the successful proponent and LUMA Energy, LLC (a Puerto LLC formed jointly by Canadian Utilities Limited and Quanta Services, Inc.) and LUMA Energy ServCo, LLC (a subsidiary of LUMA Energy, LLC) entered into the Operation and Maintenance Agreement with each of the P3A and the Puerto Rico Electric Power Authority (PREPA) pursuant to which LUMA Energy, LLC and LUMA Energy ServCo, LLC, will, following a transition period and satisfaction of certain conditions precedent, undertake the operation of PREPA’s transmission and distribution system.