Lexpert Special Editions

Special Edition on Energy -Nov 2015

The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.

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Powell, Sarah V. Davies Ward Phillips & Vineberg LLP (416) 367-6931 spowell@dwpv.com Ms. Powell applies her environmental law expertise to strategic advice on energy and environmental approv- als; Aboriginal risk, environ- mental and social impact assessments; contaminated sites; and environmental class actions. Pratte, Guy J. Borden Ladner Gervais LLP 1 (888) 918-2545 gpratte@blg.com A member of the Ontario and Québec Bars and an ACTL Fellow, Mr. Pratte specializes in commercial litigation and public law before all levels of court, including the SCC, Federal Courts, and the Ontario and Québec Courts of Appeal and Superior Courts. Radford, Jennifer L. Borden Ladner Gervais LLP (613) 787-3595 jradford@blg.com Ms. Radford advises on the law of cross-border trade, with focus on enforcement & compliance matters in foreign corrupt practices, export controls & economic sanctions, and assists clients with internal investigations & compliance in these areas. Pratt, Tracy A. Fasken Martineau DuMoulin LLP (416) 865-4429 tpratt@fasken.com As a litigator practising Aboriginal law, Ms. Pratt represents and advises clients in the energy, oil & gas and mining industries and muni- cipalities on legal and engage- ment issues including agree- ments and partnerships with Aboriginal communities. Pritchard, Andrew Norton Rose Fulbright Canada LLP (613) 780-8607 andrew.pritchard@nortonrose- fulbright.com Mr. Pritchard's corporate, commercial, real estate and development practice includes expertise in structur- ing P3s, project development and financing. Financial institutions and borrowers are among his clients. Read, Jeffrey A. Borden Ladner Gervais LLP (604) 640-4097 jread@blg.com Mr. Read's corporate and securities law practice in- cludes a focus on electricity markets, including wood waste, run-of-river, wind and gas-fired power projects. His clients include power pro- ducers, securities dealers and private-equity groups. BIG DEALS | 39 sold 5,435,000 Class A shares at a price of US$23.00 per share, for total gross pro- ceeds of approximately US$125 million, and US$225 million aggregate principal amount of notes. e Class A shares were registered and sold in the United States under Pattern En- ergy's shelf registration statement and base prospectus included therein filed on Octo- ber 8, 2014, as supplemented by a prelimi- nary prospectus supplement dated July 21, 2015, and a final prospectus supplement dated July 22, 2015, and were qualified for distribution in Canada under Pattern En- ergy's multijurisdictional disclosure system (MJDS) shelf prospectus dated November 21, 2014, as supplemented by a prospectus supplement dated July 22, 2015. e notes were offered only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended. In Canada, the notes were offered on a prospectus-exempt basis to accredited investors under applicable Canadian secu- rities laws who were also qualified institu- tional buyers. Pattern Energy used a portion of the net proceeds from the offerings for the acquisi- tion of non-controlling interests in the Gulf Wind project, prepayment of Gulf Wind project-level indebtedness, and repayment of a portion of the outstanding indebted- ness incurred in connection with Pattern Energy's purchase of interests in the K2, Lost Creek and Post Rock wind projects, and intends to use the remaining net pro- ceeds for general corporate purposes. e Class A share offering was sold through an underwriting group led by BMO Capital Markets, BofA Merrill Lynch and Citigroup, and included Mor- gan Stanley, RBC Capital Markets, Key- Banc Capital Markets, Scotiabank, CIBC, Wells Fargo Securities, Raymond James and SOCIÉTÉ GÉNÉRALÉ. e notes offering was sold through an initial pur- chaser group led by BofA Merrill Lynch, BMO Capital Markets and Citigroup, and included Morgan Stanley and RBC Capi- tal Markets. Pattern Energy is an independent power company listed on e NASDAQ Global Select Market and Toronto Stock Ex- change. Pattern Energy has a portfolio of 16 wind power projects, with a total owned interest of 2,282 MW in the United States, Canada and Chile that use proven, best- in-class technology. Pattern Energy's wind power projects generate stable long-term cash flows in attractive markets and pro- vide a solid foundation for the continued growth of the business. Pattern Energy was represented by its internal counsel team; by its US counsel Davis Polk & Wardwell LLP; and by its Canadian counsel Blake, Cassels & Gray- don LLP. e Davis Polk corporate team included partner Richard Truesdell Jr. and associates Shane Tintle and Hua Zhao. e Davis Polk equity derivatives team included part- ners John Brandow and Ray Ibrahim and associates Jonathan Armstrong and Won Lee. Partner Michael Mollerus and associ- ates Patrick Sigmon and Anne McGinnis provided tax advice. e Blakes team in- cluded Jeff Lloyd, Brendan Reay, Michael Hickey, Joshua Whitford and Alexander MacMillan (securities), and Edward Miller, Jeffrey Shafer and Ian Caines (tax). e underwriters were represented in the United States by Vinson & Elkins L.L.P., with a team including Shelley Barber, Da- vid Stone, Michael Harrington, Chris Mathiesen, David Choi and Stancell Haig- wood (securities), and Judy Blissard, Debra Duncan and James Melchers (tax), and in Canada by Torys LLP with a team that in- cluded Rima Ramchandani, Frazer House and Blake Pronk (securities), Andrew Wong (tax), Tyson Dyck (environmental), Jonathan Myers (energy regulatory) and Andy Gibbons (real estate). Parkland Fuel acquires Pioneer Energy CLOSING DATE: JUNE 25, 2015 Parkland Fuel Corporation (Parkland), one

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