Lexpert Magazine

24 www.lexpert.ca Canadian Law Awards Canadian Law Awards underwriting syndicate, which included Desjardins Securities, National Bank Financial, RBC Dominion Securities, and Scotia Capital. e success of this bond issuance set a precedent for future sustainable finance transactions and demonstrated Canada's commitment to envi- ronmentally responsible investment strategies. Completing the roster of Excellence Awardees is TC Energ y Corporation's $7.9 billion notes offering, which played a critical role in the spinoff of its Liquids Pipelines business. is resulted in the creation of South Bow Corporation, a newly indepen- dent, investment-grade energy infrastructure company with a market capitalization of $7 billion. is transaction is recognized as one of the largest and most sophisticated spinoff transactions in Canadian history, as well as one of the largest debt offerings of the year. is deal was immensely complex, com- bining a cross-border private placement debt offering with liability management transac- tions totalling US$1.9 billion. e trans- action required regulatory approvals from multiple agencies, including the Canada Revenue Agency, US Internal Revenue Service, Canada Energy Regulator, Alberta Energy Regulator, and US Federal Energy Regulatory Commission. Partners Jeff Bakker and Michael Barrett from Blake, Cassels & Graydon LLP led the legal ad- visory team for Canadian matters and White & Case LLP for international legal aspects. RBC Capital Markets played a central role in structur- ing and executing the offering. e spinoff was structured as a tax-deferred "butterfly" transac- tion, a rarely used approach at this scale that re- quires expert coordination across tax, corporate, and regulatory frameworks. ese landmark transactions showcase Canada's capital markets' resilience, creativity, and expertise. From innovative financings to transformative corporate governance battles, these deals demonstrate how legal and finan- cial professionals continue to drive market growth and innovation despite economic and regulatory complexities. INFRASTRUCTURE & PROJECTS DEAL OF THE YEAR THE EXCELLENCE AWARDEES in the infrastructure and projects category high- light the innovative legal and financial struc- turing required to execute some of Canada's most complex and transformative projects. From energy infrastructure and digital assets to public transit and healthcare, these deals reflect the essential role of strategic invest- ments in advancing critical infrastructure. One of the most significant trans- actions in this category is Coastal GasLink Pipeline Limited Partnership's $7.15 billion refinancing, which marked the largest Canadian-dollar-denominated bond offering in history. is private placement, completed in Canada, the US, and international markets, included 11 series of bonds with staggered matur- ities and was oversubscribed 3.6 times, demonstrating record-breaking demand. e transaction also involved the largest corporate interest rate swap unwind in Canadian history, which was used to hedge fluctuations in CGL's construction credit facility. e refinancing allowed Coastal GasLink, a 670-kilometre pipeline project, to replace approxi- mately $8.2 billion in borrowings under its construction credit facility, supporting the final phases of development. The project, owned by TC Energy, Kohlberg Kravis Roberts & Co. L.P. (KKR), and Alberta Investment Management Corporation (AIMCo), also incorporates an Indigenous equity partic- ipation model, allowing local groups to acquire a 10 percent stake. Blakes acted as Canadian counsel to CGL, with a team led by Jeff Bakker and Kristopher Simard. Norton Rose Fulbright THE PROVINCE OF BRITISH COLUMBIA IMPLEMENTED AN UNPRECEDENTED THREE-CONTRACT MODEL CAPITAL MARKETS DEAL OF THE YEAR

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