Lexpert Magazine

Jan/Feb 2018

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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40 LEXPERT MAGAZINE | JANUARY/FEBRUARY 2018 | TOP 10 DEALS | and Restructuring ) Ad Hoc Committee of Noteholders and DIP Lenders: Goodmans LLP (Restructuring ) Noteholders forming part of the negotiat- ing creditor group: Paul, Weiss, Riind, Wharton & Garrison LLP (US Counsel); Cardenas y Cardenas Abogados Creditor Group: Davies Ward Phillips & Vineberg LLP Bank of America: Torys LLP GMP Securities: Wildeboer Dellelce LLP (Corporate/Securities) Independent Committee of the Board: Osler, Hoskin & Harcourt LLP Monitor, PwC: ornton Grout Finnigan LLP Canadian Natural Resources acquires Athabasca Oil Sands Project interests from Shell (and completes joint acquisition of Mara- thon Oil Canada Corp.) As we reported earlier in Lexpert: On May 31, 2017, Canadian Natural Resources Ltd. (Canadian Natural) completed two previ- ously announced agreements to acquire oil sands assets from Shell Canada Energy, Shell Canada Ltd. and Shell Canada Re- sources (Shell) and, with a subsidiary of Shell, to jointly acquire Marathon Oil Can- ada Corp. (MOCC). Under the first agreement, a subsid- iary of Canadian Natural completed the acquisition of Shell's entire 60-per-cent interest in Athabasca Oil Sands Project (AOSP), its 100-per-cent interest in the Peace River Complex in-situ assets, in- cluding Carmon Creek, and a number of undeveloped oil sands leases in Alberta. e consideration to Shell from Cana- dian Natural was approximately $11.1 bil- lion, comprising $7.2 billion in cash plus 97,560,975 common shares of Canadian Natural valued at $3.9 billion at the date of closing. Separately and under the second agree- ment, Canadian Natural and one of Shell's subsidiaries have completed the joint acquisition and now own equally MOCC, which holds a 20-per-cent interest in AOSP, from an affiliate of Marathon Oil Corp. for US$2.5 billion (US$1.25 billion each). On completion of the acquisition, the respective ownership interests in the AOSP assets are 70 per cent Canadian Natural, 20 per cent Chevron Canada Ltd., and 10 per cent Shell. On June 1, 2017, a subsidiary of Cana- dian Natural commenced as operator of the AOSP upstream mining assets, while Shell continues as operator of the Scotford up- grader and Quest carbon capture and stor- age (CCS) project, located adjacent to the 100-per-cent Shell-affiliate-owned Scot- ford refinery and chemicals plants. Key Law Firms Canadian Natural: Bennett Jones LLP Shell: McCarthy Tétrault LLP Marathon: Burnet, Duckworth & Palmer LLP Lenders to Canadian Natural: Norton Rose Fulbright Canada LLP Felesky Flynn LLP is a recognized leader in Canadian and international tax matters. For 40 years our dedicated focus to tax law has allowed the Firm to provide our clients with exceptional quality service backed by a team comprised of professionals with reputations built on expertise and integrity. CALGARY 5000 Suncor Energy Centre 150 - 6 Avenue SW Calgary, AB T2P 3Y7 Tel: (403) 260-3300 Fax: (403) 263-9649 E-mail: felesky@felesky.com EDMONTON 1980 Manulife Place 10180 - 101 Street Edmonton, AB T5J 3S4 Tel: (780) 428-8310 Fax: (780) 421-8820 E-mail: edmonton@felesky.com SASKATOON Suite 100 728 Spadina Crescent East Saskatoon, SK S7K 3H2 Tel: (306) 952-0894 Fax: (306) 952-2439 E-mail: saskatoon@felesky.com At Felesky Flynn LLP, we rigorously adhere to a collaborative practice approach which allows us to direct the collective knowledge of the rm to solving client's tax problems. This approach enables us to provide consistent top quality tax advice to our clients. We oer unique solutions to your unique problems. Our lawyers have the experience and technical skills to provide clients in all sectors with business-driven legal tax advice. Celebrating Years 40 2018 www.felesky.com

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