Big Deals Roundup: July to September 2020

It was busy past few months for Canada’s leading law firms – striking multiple deals were legal giants Bennett Jones LLP, Dentons Canada LLP, DLA Piper (Canada) LLP, Osler, Hoskin & Harcourt LLP, Norton Rose Fulbright Canada LLP and Torys LLP.

Deal: Canopy Growth and Acreage implement amended arrangement

Closing date: September 23, 2020
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Firms involved:
Cassels Brock & Blackwell LLP acted for Canopy Growth
Legal team: Jonathan Sherman, Jamie Litchen, Jeffrey Roy, Tayyaba Khan (securities, M&A and cannabis), Chuck Rich, Daniel Cipollone, Paras Patel (banking and specialty finance and cannabis), Jessica Lewis (litigation), Chris Norton, Tera Li Parizeau (tax)

Paul Hastings LLP also acted as legal counsel to Canopy Growth

DLA Piper (Canada) LLP acted as legal counsel to Acreage
Legal team: Robert Fonn, Russel Drew, Cam Fitch, Sydney Kert, Chris Pejovic, Jamie Mandell, Ashton Wiebe (capital markets and securities, M&A, cannabis), Kevin Fritz (tax), Ilia Danef, Veronica Monteiro (finance), Brent MacLean, Samuel Bogetti (litigation), David Spratley (IPT)

Cozen O’Connor also acted as legal counsel to Acreage

Wildeboer Dellelce LLP acted as legal counsel to the Acreage special committee
Legal team: Rob Wortzman, Troy Pocaluyko

Canopy Growth Corporation and Acreage Holdings, Inc. announced that they have implemented the previously announced amended arrangement under s.288 of the Business Corporations Act (British Columbia) involving Acreage and Canopy Growth. Pursuant to the amended arrangement, Acreage’s articles were amended to create two new classes of shares, the “fixed shares” and “floating shares”. Each existing Acreage share was exchanged for 0.7 of a fixed share and 0.3 ‎of a floating share, with proportionate adjustments for Acreage’s existing proportionate voting shares. Holders of Acreage shares and certain convertible securities also received approximately US$0.30 per share, being their pro rata portion of an upfront payment of approximately US$37.5 million from Canopy Growth.

Deal: Pipestone Energy Corp. completes convertible preferred share financing transaction

Closing date: September 17, 2020

Firms involved:
Bennett Jones LLP represented Riverstone as Canadian counsel
Legal team: John Mercury (lead lawyer), John Lawless, Kevin Zhou (capital markets), Alan Rautenberg (tax), Beth Riley (competition) 

Vinson & Elkins LLP represented Riverstone as US counsel
Legal team: Dan Komarek (lead lawyer), Crosby Scofield, Luke Thomas (capital markets), David Peck, Jason McIntosh (tax), Darren Tucker, Ryan Will (antitrust)

Harold Randall represented GMT Capital Corp. as n-house counsel

Osler, Hoskin & Harcourt LLP represented Pipestone
Legal team: Neal Ross (lead lawyer), Jacob Young, Peter Osmond, Meg Hiles (corporate), Rob Lando (US securities)

Pipestone Energy Corp. (Pipestone) completed a private placement of convertible preferred shares to Riverstone Pipestone LP (Riverstone), certain hedge funds and private client managed accounts of GMT Capital Corp. and GMT Exploration Company LLC for gross proceeds of $67.9 million.

Deal: Ovintiv and PCC each become 100% owners in separate partitioned Duvernay positions following dissolution of joint venture

Announcement date: September 1, 2020

Firms involved:
Burnet, Duckworth and Palmer LLP acted as external legal counsel to Ovinitiv Inc. 
Legal team: Alicia Quesnel, Stuart Money, Ashely Weldon, Britney LaBranche

PetroChina Canada Ltd. was represented by an internal legal team
Legal team: Xinyu Li, Sarah MacLeod, Ravinder Toor

Dentons Canada LLP acted as external legal counsel to PetroChina Canada Ltd
Legal team: George Antonopoulos, Sandra Walker, Barry Zalmanowitz

Ovintiv Inc. announced that its subsidiary, Ovintiv Canada ULC, had closed an agreement with PetroChina Canada Ltd. (PCC) to terminate the parties’ joint venture and transfer the ownership and operation of certain Duvernay shale assets in west-central Alberta. Ovintiv and PCC agreed to partition the Duvernay acreage and associated infrastructure as each company would independently own and operate their interests going forward.

Deal: DIF Capital Partners invests in 900-megawatt Canadian power project

Announcement date: August 31, 2020

Firm involved:
DLA Piper (Canada) LLP acted for DIF Capital Partners
Legal team: Andrew Burton (lead lawyer, projects and infrastructure/corporate), Mike Styczen (Calgary), Veronica Monteiro (Edmonton), Catherine Gibson (Vancouver), Andrew McFarlane (Toronto), Catherine Pawluch (Toronto), Alex Sibley (associate), Natasha Rana (associate), Matthew Pollock (associate), Lauren Storwick (associate), Mitchell Smith (associate), Prasad Taksal

DIF Capital Partners (DIF) invested in the 900-megawatt Cascade Power Project (Cascade). DIF will invest in the ‎construction of Cascade together with joint equity sponsors OPTrust and Axium Infrastructure. Cascade is a 900-megawatt combined cycle natural gas fired generating facility located near Edson, Alberta. Cascade will lead the transition to a lower carbon intensive power grid in Alberta by transitioning off coal fired power and creating low emissions electricity that is expected to supply over 8% of the province’s average demand.

Deal: OPTrust and Kineticor Resource Corp. project financing of $1.5 billion Cascade Power Project

Closing date: August 28, 2020
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Firms involved:
Bennett Jones LLP represented OPTrust
Legal team: Vivek Warrier, Denise Bright, Ashley White, Megan Ollivier, Kathryn Shaw

Torys LLP represented Cascade Power Project Limited Partnership
Legal team: Scott Kraag (lead lawyer), Milosz Zemanek (project finance), Chris Christopher (M&A), Ian Gordon, Amy Maginley, Vidushi Hora, Collin Intrater, Jessie Mann (corporate/energy), Simon Williams, Yinka Olusoga, Brianna Cowling (debt finance), Andrew Bedford (real estate), Craig Maurice (tax), Gino Bruni (regulatory)

Osler, Hoskin & Harcourt LLP advised Kineticor Resource Corp.
Legal team: Lorne Carson (lead lawyer), Allan Morgan (corporate), Elliot Smith (commercial), Martin Ignasiak (regulatory, environmental, Aboriginal and land), Dana Saric (financial services).

Stikeman Elliott LLP acted for AIOC
Legal team: Leland Corbett, Amy Nugent, Cheryl Rea, Alain Saint-Onge

McCarthy Tétrault LLP acted for ATB as lenders to McLeod River Power Group LP, the partnership formed between OPTrust, Kineticor and the Indigenous communities
Legal team: James-Scott Lee, Christina Grimes, Audrey Bouffard-Nesbitt

Davies Ward Phillips & Vineberg LLP was counsel for Axium Infrastructure
Legal team: Anthony Spadaro, Nicholas Williams, Marc Pontone, Sarah Powell, Christopher Anderson, Marc André Gaudreau Duval

DLA Piper (Canada) LLP acted for DIF Capital Partners
Legal team: Andrew Burton, Mike Styczen, Veronica Monteiro, Catherine Gibson, Andrew McFarlane, Catherine Pawluch, Alex Sibley, Natasha Rana, Matthew Pollock, Lauren Storwick, Mitchell Smith, Prasad Taksal

Miller Thomson LLP (Calgary) represented Backwoods Energy Services
Legal team: Ken Phillips, Aimee Halfyard, Shashi Malik (corporate/M&A), Michael Morcom, Kyle Cadieux (financial services)

Duncan Craig LLP (Edmonton) acted for Alexis Nakota Sioux Nation and Indigenous Community Syndicate Limited Partnership

Witten LLP acted for Enoch Cree Nation and Kehewin Cree Nation
Lead lawyer: Keltie Lambert

Biamonte LLP acted for O’Chiese First Nation and Paul First Nation
Lead lawyer: Brian Brendzan

Bailey & Wadden LLP acted for Whitefish Lake First Nation
Lead lawyer: Ian Bailey

Macquarie acted as exclusive financial advisor and debt arranger to the partnership, securing non-recourse project financing

Kineticor Resource Corp. (Kineticor), with joint development sponsors, Macquarie Capital (Macquarie) and Ontario-based pension fund OPTrust, and project sponsors, OPTrust, Axium Infrastructure and DIF Capital, successfully closed financing on the $1.5 billion Cascade Power Project (Cascade). OPTrust’s equity investment in the project is structured through a partnership with a consortium of six Alberta First Nations represented by Backwoods Energy Services, which structured and led the transaction on behalf of the Indigenous communities. This equity investment also marks the first transaction supported by the Alberta Indigenous Opportunities Corporation (AIOC), which provided a loan guarantee supporting the credit and financing arrangements between ATB, OPTrust, Kineticor and the First Nations consortium which ultimately facilitated the equity participation by Indigenous communities in the Cascade project.

Deal: NordStar Capital LP acquires Torstar Corp., parent of Canada’s largest circulation daily newspaper

Closing date: August 5, 2020
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Firms involved:
Norton Rose Fulbright Canada LLP represented NordStar Capital
Legal team: Walied Soliman, Evelyn Li, Paul Fitzgerald, Kristopher Miks, Ruth Wahl, Mark Bissegger, Daniel Weiss (securities/M&A), Orestes Pasparakis, Andrew McCoomb, Fahad Siddiqui, Elana Friedman (litigation), Adrienne Oliver, Kristy Balkwill, Carl Deeprose (tax), Todd Schroeder (US tax), Kevin Ackhurst (competition), Christopher Horte, Nicole Sigouin, Coco Chen (financial services), Richard Charney, Anne Gallop, Travis Bertrand, Lauren Ditschun, Sadaf Samim (labour and employment), Andrew Schafer (pensions and benefits), Oliver Moore, André Shymanski, Jason Worobetz (real estate), Elizabeth Williams, Iwan Davies, Allison Numerow (intellectual property)

Marie Beyette, senior vice-president, general counsel and corporate secretary of Torstar, represented Torstar

Blake, Cassels & Graydon LLP also represented Torstar
Legal team: Jeff Lloyd, Eric Moncik, Shlomi Feiner, Joe Zed, Raees Nakhuda, Jeremy Ungerman-Sears (securities/M&A), Ryan Morris, Daniel Szirmak (litigation), Paul Stepak (tax), Brian Facey, Cassandra Brown, Psalm Cheung (competition), Alexis Levine, Jennifer Hancock (financial services), Anna Abbott (labour and employment), Caroline Helbronner, Sean Maxwell (pensions and benefits), Patrick Gordon (real estate), Christopher Hunter (intellectual property)

Gary Girvan represented the Torstar Voting Trust, a significant shareholder of Torstar

Derek Bulas, general counsel of Fairfax Financial Holdings Limited, represented Fairfax, a significant shareholder of Torstar

Torys LLP also represented Fairfax
Legal team: David Chaikof, Thomas Yeo, Stephen Abrahamson

Canso Investment Counsel, Ltd., as portfolio manager acting for and on behalf of certain accounts managed by it, provided debt financing to NordStar Capital

Bennett Jones LLP represented Canso
Legal team: Mark Rasile, Kristopher Hanc, Dom Sorbara.

NordStar Capital LP acquired Torstar Corp. by way of statutory plan of arrangement. Pursuant to which, NordStar Capital acquired all of the issued and outstanding Class A voting and Class B non-voting shares of Torstar for an aggregate consideration of approximately $60 million. Torstar’s shares were delisted from the Toronto Stock Exchange on August 6. Torstar has also ceased to be a reporting issuer under applicable Canadian securities laws.

Deal: Longshore Resources Ltd. acquires all outstanding shares of Rifle Shot, Steelhead, Primavera

Closing date: July 1, 2020

Firms involved:
Lawson Lundell LLP acted for Longshore 
Legal team: Crispin Arthur, Carolyn Simpson, James Scott, Carson Falk, Holly Barker, Mona Yousif (securities/M&A), Nancy Diep (tax), Paul Negenman (energy), Dan Mowat-Rose (lending), Katy Allen (employment)

Stikeman Elliot LLP acted for ARC Financial
Legal team: Craig Story, Haifeng Hu, Kayla Zachariassen, Chelsea Daku (securities/M&A), Julie D’Avingnon (tax), Susan Hutton, Jessica Rutledge (Competition Act)

Stikeman Elliot LLP acted for Rifle Shot
Legal team: Sony Gill, Mia Tritter, Ben Layton (securities/M&A)

Norton Rose Fulbright Canada LLP acted for Steelhead
Legal team: Justin Ferrara, Jennifer McPherson, Connor Kense (securities/M&A)

Norton Rose Fulbright Canada LLP acted for Primavera
Legal team: Kirk Litvenenko, Katherine MacPhail (securities/M&A)

Longshore Resources Ltd. (Longshore) completed its acquisition of all of the outstanding shares of Rifle Shot Oil Corp. (Rifle Shot), Steelhead Petroleum Ltd. (Steelhead) and Primavera Resources Corp. (Primavera) by way of an amalgamation agreement. The transaction represented a significant consolidation of the four ARC Financial portfolio companies. Upon closing of the transaction, Longshore has current productive capacity of over 14,000 boe/d (75% oil weighted) with production in Alberta, British Columbia and Saskatchewan.