Lexpert Special Editions

Special Edition on Energy 2016

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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WWW.LEXPERT.CA | 2016 | LEXPERT 31 Phillips, David F. Bennett Jones LLP (403) 298-3031 phillipsd@bennettjones.com Mr. Phillips has over 30 years of experience advising corporations and underwriters on corporate finance, M&A and securities law matters. He was the lead lawyer on financings that collectively raised more than $10 billion, including 1997's largest initial public offering in Canadian history. He is a lecturer for and graduate of the Directors Education Program of the Institute of Corporate Directors. Perry, Chrysten E. Stikeman Elliott LLP (403) 266-9010 cperry@stikeman.com Ms. Perry is co-head of Stikeman Elliott's Energy Group. She frequently acts on complex acquisitions and divestitures of oil and gas assets, project development, joint ventures, restructurings and asset monetization transactions. She also has experience in the development and sale/purchase of pipelines, and processing/other upstream facilities. Pennycook, Carol D. Davies Ward Phillips & Vineberg LLP (416) 863-5546 cpennycook@dwpv.com Ms. Pennycook focuses on syndicated loan transactions, infrastructure and project financings, P3s, reorganizations, debt and equity offerings, M&A and property development joint ventures in a variety of industries, including energy. Palm, W. Ian Gowling WLG (416) 369-7332 ian.palm@gowlingwlg.com Mr. Palm practises corporate finance, M&A and private-equity law focused on the energy and technology sectors. His domestic and international public- and private-sector clients include pension funds, private-equity groups, issuers and underwriters. Palin, Joseph Dentons Canada LLP (403) 268-7307 joe.palin@dentons.com Mr. Palin's domestic and international financing practice includes experience in the oil & gas, oil & gas service and pipeline and power project sectors. His clients include lenders, syndicates and debtors. He also acts on restructuring transactions. Osler, William S. Bennett Jones LLP (403) 298-3426 oslerw@bennettjones.com Mr. Osler's practice includes securities law and M&A, commercial transactions and corporate governance, with a particular focus on the energy sector. Has significant experience in IPOs and other public offerings for issuers and underwriters, as well as Canadian and international take-over bids and plans of arrangement, corporate reorganizations, divestitures, joint ventures and partnerships. LEXPERT-RANKED LAWYERS of an M&A deal of this nature regarding the pace and outcomes of deal negotiations. As is not uncommon, the parties at times found themselves moving apart during deal negotiations, then finding "breakthroughs" that accelerated transaction timelines, and irrespective of this cadence on the M&A side of the transaction, the financing plan had to adapt to such changes and be ready when needed to allow the parties to execute. LEXPERT: Being a part of one of the largest such financ- ings in Canadian history, what have you learned that you can apply to the next big finance deal? Deal Team: e internal legal team at TransCanada observed that you can't fully anticipate how a multi- faceted deal of this nature will unfold and noted that, as an issuer, you can never be too prepared. TransCan- ada does financings on an opportunistic basis so they have things like a financing diligence data site ready to go on an "evergreen basis." ... ey also highlighted the value of a well-coordinated internal team. Transac- tions of this nature draw in a variety of players including members of the legal, finance, tax and investor-relations teams — dedicated people who understand the big pic- ture and value effective communication. Blakes echoed the comment regarding the critical importance of clear and regular communications, not- ing that acquisition-related financings demand careful planning and integration of the M&A advisory team and the financing advisory team, as the former can oen involve an unpredictable timeline. ... Ultimately, if the M&A begins to solidify, it is essential that the financing structure be implementable, and so regular deal team updates, careful timeline management and the ability to deal effectively with emergent issues is critical. (For a full list of legal advisors, visit lexpert.ca.) PHOTO: SHUTTERSTOCK

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