Lexpert Magazine

October 2016

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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22 LEXPERT MAGAZINE | OCTOBER 2016 BIG DEALS DEALS ANALYSIS 18 18 Total Deals Published 11 Corporate Finance 21 7 Mergers & Acquisitions 21 5 Cross-border Transactions 21 BIG DEALS TRANSACTION VITALS ANNOUNCED: 4/25/2016 CLOSED: 7/18/2016 TECHNIQUE: DIVESTITURE ATTITUDE: FRIENDLY HONG KONG ACQUIRER SOUGHT: 65% FREDERICK ERICKSON STIKEMAN ELLIOTT LLP CALGARY (FOR CKI AND PAH) DEREK FLAMAN TORYS LLP CALGARY (FOR HUSKY ENERGY) On July 18, 2016, Cheung Kong Infrastructure Holdings Limited (CKI) and Power Assets Holdings Limited (PAH) completed their $1.7-billion acquisition of 65-per-cent indirect ownership interest in select heavy oil pipeline and storage assets from Husky Energy (Hus- ky) in Alberta and Saskatchewan, and related joint-venture, financing and commercial arrangements. CKI is a Hong Kong-based global infrastructure company that holds diversified investments in energy infrastructure, transportation infrastructure, water infrastructure, waste management, and waste- to-energy and infrastructure-related business. PAH is a Hong Kong-based global investor in power and utility- related businesses with investments in electricity generation, trans- mission and distribution, renewable energy, and energy from waste and gas distribution. Both CKI and PAH are companies of Li Ka-shing. Husky Energy is among Canada's largest energy companies. It is headquartered in Calgary, Alberta, and its common shares are pub- licly traded on the Toronto Stock Exchange under the symbol HSE. e acquired assets in the transaction include approximately 1,900 kilometres of pipeline in the Lloydminster region, 4.1-million barrels of oil storage capacity at Hardisty and Lloydminster, as well as other ancillary assets. In addition, a new limited partnership has been formed, of which CKI owns 16.25 per cent, PAH owns 48.75 per cent and Husky owns 35 per cent, and will remain the operator. Cheung Kong Infrastructure Holdings and Power Assets Hold- ings were represented by Stikeman Elliott LLP with a team that included Frederick Erickson, Chrysten Perry, Kurtis Reed, Brandon Leitch, Zhuo Chen (M&A, energy commercial), Brian Hansen (off- shore arrangements), David Weekes (tax), Michael Kilby (foreign investment), Leland Corbett and Amy Nugent (banking), Allison Sears and David Price (energy regulatory), Michael Dyck (construc- tion), and Catherine Grygar and Anousheh Torabi (real estate). Husky Energy was represented by an in-house counsel team that was led by James Girgulis, Senior Vice President, General Counsel and Secretary, David Putnam, Managing Counsel, and David Bram- well, Senior Counsel. Husky was represented externally by Torys LLP with a team that included Derek Flaman, Peter Danner, David Cuschieri and Amy Maginley (M&A), Kevin Fougere, David Kolesar and Tyrel Hen- derson (financing) and Omar Wakil (foreign investment); by Blake, Cassels & Graydon LLP with a team that included Ben Rogers, Chris Harris, Christine Yick and omas Craig; by Felesky Flynn LLP with a team that included John Burghardt, Brett Anderson and Matthew Kraemer; and by Dentons Canada LLP with a team that included Bernard Roth and Simon Kupi (energy regulatory). BMO Capital Markets, independent financial adviser and fairness opinion provider to the Special Committee and the Board of Direc- tors of Husky Energy, was represented by Davies Ward Phillips & Vineberg LLP. e Davies team included Vincent Mercier and Evan Griffith (corporate/M&A). e Independent Committee of the Board of Husky was repre- sented by Osler, Hoskin & Harcourt LLP. e Osler team included Dan Kolibar, Frank Turner (M&A), Ted iessen (tax), and Janice Buckingham and Paula Olexiuk (energy commercial). CIBC as administrative agent and the credit agreement lenders were represented by Norton Rose Fulbright Canada LLP. e Norton Rose Fulbright team included Rick Borden, Wayne Fedun, Marlow Gereluk, Dion Legge, Adam Lamoureux and Mario Babic. COMPILED BY GENA SMITH Oil & Gas CHEUNG KONG INFRASTRUCTURE HOLDINGS AND POWER ASSETS HOLDINGS ACQUIRE PARTIAL OWNERSHIP IN ASSETS FROM HUSKY ENERGY

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