LEXPERT MAGAZINE
|
JANUARY/FEBRUARY 2017 31
| TOP DEALS |
tom was going to be. And there were new
takeover rules," which culminated in the
shareholder rights plan.
CHAD SCHNEIDER
BLAKE, CASSELS
& GRAYDON LLP
It is relatively rare to see
a hostile deal in the oil
patch. That wasn't the
way things were done.
Also, this was a share
exchange. Then layer on
extreme uncertainty in
the oil prices. No one
was sure where the
bottom was going to be."
"
Canadian Oil Sands' in-house legal team
was assisted by Osler, Hoskin & Harcourt
LLP, with a team that included Noralee
Bradley. Bradley added to Schneider's de-
scription: "e transaction was both in-
teresting and challenging from the COS
perspective given the share consideration
resulted in moving values for both COS
and Suncor shares while the bid was in the
market. COS had a single asset [operated
independently by Syncrude/Imperial] in
which both parties were joint-venture par-
ticipants and large shareholders were com-
menting publicly on the deal."
e board of directors of Canadian Oil
Sands was represented by Norton Rose
Fulbright Canada LLP.
Key Legal Players
Suncor advisors: Janice Odegaard
(in-house); Blake, Cassels & Graydon LLP
(M&A, tax, litigation); Sullivan
& Cromwell LLP (US matters)
COS advisors: Trudy Curran, Shaun
Wrubell (in-house); Osler, Hoskin
& Harcourt LLP (M&A)
Advisor to the board of COS: Norton
Rose Fulbright Canada LLP (M&A)
Advisor to J.P. Morgan Securities:
Davies Ward Phillips & Vineberg LLP
(M&A, securities)
3
Vail's Acquisition
of Whistler Blackcomb
Vail Resorts Inc. completed its $1.4-bil-
lion acquisition of Whistler Blackcomb
Holdings Inc. by way of plan of arrange-
ment for cash and share consideration.
Vail paid Whistler Blackcomb sharehold-
ers $17.50 in cash and 0.097294 shares of
Vail Resorts common stock (or, for those
Canadian shareholders who so elected,
exchangeable shares) for each Whistler
Blackcomb share held.
Whistler Blackcomb holds a 75-per-cent
interest in each of Whistler Mountain Re-
sort LP and Blackcomb Skiing Enterprises
LP, which together carry on the four-sea-
son Whistler Blackcomb mountain resort
business. e sprawling two-mountain ski
area, north of Vancouver, was the official
venue for alpine skiing events in the 2010
Winter Olympic Games and Paralympic
Winter Games.
Assisting Whistler's in-house team, led
by ierry Keable, General Counsel and
Corporate Secretary, was a team from
Osler, Hoskin & Harcourt LLP, which in-
cluded Jeremy Fraiberg.
Fraiberg told Lexpert: "Here you had
an iconic Canadian asset, which had al-
ready announced its Renaissance Project,"
a $350-million expansion plan (see http://
renaissance.whistlerblackcomb.com) set
out to expand use of the resort across four
seasons. is plan is heightened as a mitiga-
tion strategy against the impact of climate
change. Whistler was entering into devel-
opment agreements with the BC govern-
ment and the Squamish and Lil'Wat First
Nations. In the process of moving forward
on this stand-alone plan, Vail's premium
offer came along.
As reported in e Province, parties in-
tend that the transaction will not affect the
Renaissance plan or First Nations talks.
Vail Resorts acknowledged that Whistler
is located on the traditional territories of
the Squamish and Lil'wat First Nations
and said it "would continue negotiations
to ensure those communities benefit." Of
interest to skiers and hikers, Vail Resorts
has indicated it "will slash the price of a
Whistler season pass starting in 2017 —
normally around $2,000 — to roughly half
that, and fold it into Vail's popular 13-re-
sort Epic Pass, which currently sells for
US$809."
Key Legal Players
Vail advisors: David Shapiro (in-house);
Gibson, Dunn & Crutcher LLP; Stikeman
Elliott LLP (M&A)
Whistler Blackcomb advisors:
ierry Keable (in-house); Osler,
Hoskin & Harcourt LLP (M&A)
Advisor to Whistler's special commit-
tee: Farris, Vaughan, Wills & Murphy
LLP (M&A)
Counsel to the special committee's
financial advisor: McCarthy Tétrault
LLP (M&A)
KSL Capital Partners LLC advisor:
Blake, Cassels & Graydon LLP
(M&A, competition and tax)
4
Enbridge's Bid
for Spectra Energy
In a move touted as brave and bold, En-
bridge Inc. of Calgary is purchasing Hous-
ton-based Spectra Energy Corp. for stock
worth $37 billion. is will create a signifi-
cant North American energy infrastruc-
ture player, to be called Enbridge Inc. and
headquartered in Calgary. e combined
company's natural gas pipelines business
will be based in Houston and the liquids
pipelines business in Edmonton. Accord-
ing to a CBC report, "e companies say
they expect to achieve operational savings
worth about $540 million on an annual-
ized basis, most of it achieved in the latter
part of 2018. ey also expect an addition-
al $260 million of tax savings beginning in
2019. Under the proposed deal, sharehold-
ers of Enbridge would own about 57 per
cent of the combined company and the rest
