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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Reid, David A. Cox & Palmer (902) 491-4131 dreid@coxandpalmer.com Mr. Reid provides corporate, commercial and regulatory advice to major oil and gas projects, exploration and production companies, ser- vice companies, regulatory agents and government, and renewable energy projects such as wind and tidal generation. Richer La Flèche, Erik Stikeman Elliott LLP (514) 397-3109 ericherlafleche@stikeman.com Mr. Richer La Flèche's prac- tice extends to electricity, oil and gas, including ex- ploration pipelines, ports and transmission lines. He has acted in more than 35 coun- tries. He is a member of the Ontario and Québec Bars. Rimer, Philip M. Dentons Canada LLP (613) 783-9634 philip.rimer@dentons.com Mr. Rimer practises in pro- ject and infrastructure, with experience in Crown and Aboriginal matters, acting on both renewable energy and MUSH projects. Reid, James R. Davies Ward Phillips & Vineberg LLP (416) 367-6974 jreid@dwpv.com Mr. Reid has extensive experience in M&A and financing transactions in the energy sector, including advising Pattern Energy on its joint venture with Samsung and acting for Fortis, a leader in the North American electric and gas utility business. Riley, Y. Beth Bennett Jones LLP (403) 298-3096 rileyb@bennettjones.com Ms. Riley focuses on corpor- ate & securities law, and competition & foreign investment matters. Advises on M&A, corporate finance, corporate governance and continuous disclosure compliance. Rodger, J. Mark Borden Ladner Gervais LLP (416) 367-6190 mrodger@blg.com Mr. Rodger's energy practice focuses on the regulatory, corporate commercial and government relations aspects of the electricity, natural gas and water sectors. He represents private interests, electricity and natural gas utilities and governments. of North America's fastest-growing distrib- utors and marketers of fuel and lubricants, completed its acquisition of the assets of fel- low retail fuel marketer, Pioneer Energy LP (Pioneer) on June 25, 2015. e acquisition was completed for an ag- gregate purchase price of $377 million, in- cluding $258 million in cash, $119 million in common shares of Parkland, consisting of 5.8 million common shares of Parkland, and the assumption of standard operating liabilities. In connection with the acquisi- tion, the commercial assets of Pioneer will continue to be owned, operated and con- trolled by Pioneer and its employees. Pio- neer has commenced a strategic review to evaluate opportunities for Pioneer to sell the Pioneer Commercial Assets to a third party in one or more transactions, and has retained KPMG LLP to administer and conduct any sales process involving the Pio- neer Commercial Assets. Closing of the acquisition followed an in- terim order issued by the Competition Tri- bunal (the Tribunal) on May 29, 2015, (the Interim Order) upon application by the Commissioner of Competition (the Com- missioner) for an interim order under s. 104 of the Competition Act and an order under s. 92 of the Competition Act challenging the acquisition in respect of 14 local retail gas markets. e Interim Order permitted the acquisition to proceed and ordered that Pioneer's assets located in six local markets be held separate pending resolution of the Commissioner's s. 92 application. e Commissioner's application marked the first time that the Tribunal had consid- ered a contested application for an interim injunction in respect of s. 104 of the Com- petition Act. Parkland Fuel Corporation was repre- sented by Bennett Jones LLP with a team led by John Piasta (corporate, M&A) and including John Rook, QC, Randal Hughes and Beth Riley (competition), Drew Broughton and Elyse van Spronsen (corpo- rate, M&A), Jane Helmstadter and Natalia Iamundo (real estate), Greg Johnson (tax) and Carl Cunningham (employment). Pioneer Energy LP was represented by Cassels Brock & Blackwell LLP with a team led by Alison Manzer (financial services) and including Carla Potter and Roey Fishman (financial services), Jason Sernoskie (business law), Chris Hersh and Imran Ahmad (competition) and Rob Lysy (real estate). Suncor Energy Inc., as joint owner of Pi- oneer, was represented by Blake, Cassels & Graydon LLP with a team led by Graham Smith (corporate, M&A), David Kruse (corporate, M&A) and Jason Gudofsky (competition). e Pioneer Group Inc., as joint owner of Pioneer, was represented by Davies Ward Phillips & Vineberg LLP with a team that included Carol Penny- cook (corporate, M&A, banking ) and Alex Moore (corporate, M&A). Crescent Point Energy acquires Legacy Oil + Gas Inc. for $1.53B CLOSING DATE: JUNE 30, 2015 On June 30, 2015, Crescent Point Energy Corp. (Crescent Point), one of Canada's largest light and medium oil producers, acquired all of the issued and outstanding common shares of Legacy Oil + Gas Inc. by way of arrangement (the Legacy Acquisi- tion). e total consideration for the Leg- acy Acquisition was approximately $1.53 billion, comprising approximately 18.97 million Crescent Point common shares and the assumption of approximately $967 million of net debt. In connection with the Legacy Acquisition, Crescent Point entered into an agreement, on a bought deal basis, with a syndicate of underwriters for an of- fering of 21,060,000 Crescent Point com- mon shares at $28.50 per share to raise gross proceeds of approximately $600 million. Norton Rose Fulbright Canada LLP acted for Crescent Point on both the acqui- sition and the financing. e team was led by Mark Eade and included Dion Legge, Rashi Sengar, Peter Allegretto, Kyle John- son, Peter Allegretto and Nathan Hillier. Dorsey & Whitney LLP acted for Cres- 40 | BIG DEALS LEXPERT ® RANKED LAWYERS

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