Munro, Shawn M.
Bennett Jones LLP
(403) 298-3481
munros@bennettjones.com
Mr. Munro assists clients
in obtaining regulatory
approval of energy develop-
ments, including major oil,
gas and power projects. He is
national co-chair of Bennett
Jones's Environmental
Practice Group and past
chair of its Aboriginal
Practice Group.
Naccarato, D. John
Norton Rose Fulbright
Canada LLP
(613) 780-8608
john.naccarato@nortonroseful-
bright.com
Mr. Naccarato advises all par-
ticipants in the commercial
real estate industry on leases,
acquisitions, dispositions,
development, financing,
secured lending, planning,
zoning, mortgage realization
and enforcement matters.
Nishimura, Warren
Blake, Cassels
& Graydon LLP
(403) 260-9664
warren.nishimura@blakes.com
Mr. Nishimura's practice
extends to syndicated debt
financing in the energy
sector, oen involving the
US, Europe and Central
America. He also negotiates
private-equity financings
along with DIP loans and
work-outs related to dis-
tressed credits.
Murphy, Timothy J.
McMillan LLP
(416) 865-7908
tim.murphy@mcmillan.ca
Mr. Murphy, former Chief
of Staff to Canada's prime
minister, focuses on project
finance transactions, includ-
ing P3s, for sectors such as
infrastructure and energy.
He also advises clients here
and abroad in construction,
procurement and finance.
Newland, Helen T.
Dentons Canada LLP
(416) 863-4471
helen.newland@dentons.com
Ms. Newland acts as counsel
to energy project developers
and for lenders to and pur-
chasers of power plant pro-
jects. She also acts as counsel
to a natural gas distributor
& electricity distributors on
rate applications and regula-
tory compliance issues.
Nixon, Christopher W.
Stikeman Elliott LLP
(403) 266-9017
cnixon@stikeman.com
Mr. Nixon's practice focuses
on M&A, corporate finance,
joint ventures, corporate/
trust reorganizations and
governance. Clients include
oil & gas exploration and
oilfield service corporations
and investment dealers in
Canada, the US, Europe
and Asia.
M&A ISSUES
|
35
very relevant. e drop in oil prices put
pressure on both companies.
Lexpert: So, it was oil really, and not the
economy. How did the dynamics of the ne-
gotiation change as oil prices fell? Did the
cheaper and cheaper price of petroleum re-
quire constant renegotiation?
Spencer: e two companies came close
to making a deal in mid-2014, but Rep-
sol backed away. Discussions resumed in
the fall of 2014, and again Repsol backed
away. From Talisman's perspective, ongo-
ing viability became an issue as prices de-
clined. From Repsol's perspective, the issue
was whether waiting longer might lower
the price further, or might even result in
another buyer making a deal. e deal was
eventually signed in December 2014.
Lexpert: What about the negotiation it-
self ? Were there any cultural or language
barriers between the Canadian and Spanish
entities that affected the talks?
Don Tse (Norton Rose Fulbright Can-
ada LLP, for Talisman): Repsol and Tal-
isman had negotiated deals around the
world before, so there was an awareness of
culture and this didn't really present any
problems. Repsol's team was quite impres-
sive. Of course, the company did have to
get up the curve with regard to Canadian
law and the method for acquiring a Cana-
dian public company.
Spencer: All of our discussions were con-
ducted in English, which is a good thing
since I'm unilingual. e Repsol team all
speak English well, but Spanish is of course
their mother tongue. Sometimes minor
interpretation issues would come up. I re-
member receiving an email from Madrid
saying that they had read my memo and
wanted to have a call, because they had
doubts about my advice. I probably got
a little defensive, until I realized that by
"doubts" they meant questions.
Tse: ere was another amusing language
moment when some Repsol representatives
started talking among themselves in Span-
ish, on the assumption that nobody from the
Talisman team could understand them. We'll
just say that assumption was not correct.
Lexpert: is wasn't just a Spanish-Cana-
dian deal, though. Talisman has operations
around the world with many jurisdictions
to deal with. What kind of co-ordination
does that involve, to ensure that teams are
in place and everything is approved?
Spencer: Yes, Talisman has a very interna-
tional footprint. In fact, the Canadian op-
erations of Talisman are relatively minor,
less than 20 per cent by most measures.
Consequently, due diligence, regulatory ap-
provals and contractual approvals involved
multiple jurisdictions. is provided much
of the challenge and fun for our team. Plac-
es where Repsol already operates, such as
Algeria, were easier to handle. ey know
their way around, have relationships with
the local authorities and understand the
business and regulatory environment. In
countries where Repsol had no presence,
such as Malaysia, we needed to climb the
learning curve as quickly as possible. Local
firms were of course retained, but we were
also able to lean on the prior experience of
the partners in our energy group who have
done deals around the world.
Tse: e parties essentially compared notes
and came to an agreement on which ap-
provals would be conditions to closing,
which approvals could be obtained aer-
ward and who would take the lead in mak-
ing the necessary filings and dealing with
the applicable authorities. It was all handled
in a very co-operative manner.
Lexpert: But these weren't the easiest ne-
gotiations, were they? Talks broke off on a
couple of occasions. So what kinds of ob-
stacles stood in the way of getting the deal
done? Was it just price?
Spencer: Transaction price was huge, with
the price of oil falling quickly. In addition,
Repsol took time to become comfortable
