20 LEXPERT MAGAZINE
|
MARCH 2016
BIG DEALS
dated December 2, 2015, in all of the prov-
inces of Canada and were also offered by way
of private placement in the United States and
internationally. e net proceeds of the offer-
ing are being used for general corporate pur-
poses including reducing financial leverage.
e syndicate of underwriters was led by
BMO Nesbitt Burns Inc. and RBC Domin-
ion Securities Inc. and included CIBC World
Markets Inc., National Bank Financial Inc.,
TD Securities Inc., Barclays Capital Canada
Inc., Citigroup Global Markets Canada Inc.,
Desjardins Securities Inc., Merrill Lynch
Canada Inc., Scotia Capital Inc., Canaccord
Genuity Corp, J.P. Morgan Securities Can-
ada Inc., Morgan Stanley Canada Limited,
Credit Suisse Securities (Canada) Inc., Gold-
man Sachs Canada Inc. and Macquarie Cap-
ital Markets Canada Ltd.
BCE was represented by an in-house team
led by Michel Lalande (Senior Vice-President,
General Counsel and Corporate Secretary),
Ildo Ricciuto (Assistant General Counsel,
Financings & Compliance) and Geneviève
Filion (Senior Legal Counsel). BCE was also
represented by Stikeman Elliott LLP with
a team that included Jean Marc Huot, Be-
noît Dubord, Jeremy Sculnick and Charlotte
Verdebout (securities) and Franco Gadoury
and Philippe Kattan (tax). Torys LLP acted
as US counsel to BCE with a team consisting
of Mile Kurta and Jason Zhou (securities).
e syndicate of underwriters was repre-
sented by McCarthy Tétrault LLP with
a team consisting of Robert Hansen, Fra-
ser Bourne and Mark McEwan (secur-
ities) and Christian Meighen and Marie-
Soleil Landry (tax). Sullivan & Cromwell
LLP acted as US counsel to the syndicate
of underwriters with a team consisting
of Robert Buckholz and Ben Massey.
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
BRUCE POWER TO SPEND
$13B TO EXTEND
THE OPERATING LIFE
OF ITS FACILITY TO 2064
CLOSING DATE: DECEMBER 3, 2015
On December 3, 2015, Bruce Power L.P.
(Bruce Power) and the Independent Elec-
tricity System Operator (the IESO) entered
into the Amended and Restated Bruce Power
Refurbishment Implementation Agreement
(the ARBPRIA) to extend the operating life
of the Bruce Power facility to 2064.
e deal will secure 6,300 megawatts of
electricity from the Bruce A and B Nuclear
Generation Stations operated by Bruce
Power and owned by Ontario Power Gen-
eration Inc. (OPG), through a multi-year $13
billion investment program that will result in
the refurbishment and life extension of six of
the eight nuclear reactors at the site.
When Bruce Power brought Units 1 and
2 back into operation in 2012 aer comple-
tion of those Units' refurbishment, the site
became the largest operating nuclear facility
in the world.
Bruce Power currently generates over 30
per cent of Ontario's electricity from the site,
and the restart of Units 1 to 4 was one of the
significant contributors to Ontario's ability
to be the first North American jurisdiction
to phase out coal-fired power generation.
e foundation of the transaction is that
Bruce Power will receive a stable price for
the electricity it generates over the life of the
Units, allowing it to undertake life-extension
activities including the refurbishment and
major component replacement of the Units.
e initial price for such electricity under
the ARBPRIA is $65.73 per megawatt-hour
(MWh), about 30 per cent lower than the
average price of power that Ontario residents
paid for electricity in 2015.
As part of the transaction, Bruce Power
was reorganized to consolidate the two lim-
ited partnership structure that was created in
2005 to permit the refurbishment of Units
1 and 2, and the lease and several services
agreements between Bruce Power and OPG
were amended.
Additionally, one of the limited partners
of Bruce Power, a subsidiary of TransCanada
Corporation, exercised its option to acquire
limited partnership interests from BPC Gen-
eration Infrastructure Trust (a trust estab-
lished by Ontario Municipal Employees Re-
tirement System), such that those two limited
partners each have an equal interest in the
reorganized Bruce Power. Trusts associated
with the Power Workers' Union, the Society
of Energy Professionals and Bruce Power em-
ployees are the other partners of Bruce Power.
In addition, Bruce Power's banking facilities
(led by Scotiabank and TD Bank) were re-
structured as part of the reorganization.
Representing the limited partners and
Bruce Power in negotiations with the IESO
were Bruce Power Chief Legal Officer, Brian
Hilbers, and McCarthy Tétrault LLP's
David Lever, Seán O'Neill, Michael Weiz-
man, Matt Appleby and Jamie Klein (energy/
corporate), with necessary tax rulings ob-
tained by Douglas Cannon, Robert Near-
ing, Brian Pel and Wendy Brousseau (tax).
Acting on behalf of the IESO were Direc-
tor, Corporate Commercial Legal Group,
Michael Boll, and Davies Ward Phillips &
Vineberg LLP's Nicholas Williams, Brooke
Jamison, Chris Figel, Michael Disney and
Steven Cutler.
McCarthy Tétrault LLP also acted for
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