Energy & Resources

Bridge Financings for Oil & Gas Projects

Macleod Dixon energy lawyers work with our banking and securities lawyers to represent clients seeking bridge financings in connection with arrangements, acquisitions, drilling programs and general working capital requirements. We recently represented Brookfield Bridge Lending Fund Inc. with respect to their financial requirements.

Mackenzie Delta Pipeline Project

Macleod Dixon acted as project legal counsel for the Mackenzie Delta Pipeline Project involving Imperial Oil, Exxon Mobil, Shell Canada and Conoco Phillips. This was one of the biggest and most complex pipeline projects in Canada.

As project counsel our team of lawyers was involved in the negotiation and drafting of the commercial agreements, including the Pre-Development, Pipeline Development, Operating and Gathering System Development Agreements, as well as the Benefits and Access and Socio-Economic Agreements.

In addition, Macleod Dixon's regulatory lawyers represented the parties before the National Energy Board and the Joint Review Panel.

Sale of Uranium Assets

Macleod Dixon acted for UrAsia Energy Ltd. in conjunction with its purchase of certain uranium assets in Kazakhstan for approximately $600 million. A team from the Calgary and Almaty offices of Macleod Dixon worked on the transaction, which included the negotiation and documentation of future funding commitments. Macleod Dixon's approach to bringing the right team of lawyers from its offices worldwide to work on projects offers additional flexibility and benefits to clients.

Acquisition of Significant Assets

Macleod Dixon advised Provident Energy Ltd. in connection with its acquisition of certain assets in the Rainbow and Hadley areas of British Columbia from a private U.S.-based company and its affiliates for approximately $500 million.

Creation of Income Funds

Lawyers from Macleod Dixon's Energy, Securities and Tax practice groups often work together to create successful income funds, like the recently formed KeySpan Facilities Income Fund.

Sale of Oil & Gas Companies

Macleod Dixon represented KeySpan Energy Development Co. in the acquisition of oil and gas assets by way of the purchase of all of the outstanding shares of EnerPro Midstream Co. to KeySpan Facilities Income Fund. The sale price was $268.5 million.

Gas Pricing Arbitration

Our energy lawyers work with lawyers in our litigation group to represent clients in formal arbitration proceedings. We recently represented Nova Scotia Power Inc. in the gas pricing arbitration for the Sable Offshore Energy Project.

Establishing Oil and Gas Limited Partnership

Engaged to act for Fort Calgary Resources Ltd., Macleod Dixon created a limited partnership, drafted and negotiated agreements transferring oil and gas assets to the partnership and selling partnership units to Crescent Point Trust.

Formation of Joint Ventures & Partnerships

Macleod Dixon acted as legal counsel to North American Oil Sands Corporation with respect to the formation of a limited partnership, the negotiation of a partnership agreement, the transfer of oil sands leases to the partnership, cross conveyance of the oil sands leases not transferred to the partnership, and the drafting and negotiation of the oil sands joint venture agreement regarding the operation of the non-partnership oil sands leases.

Drafting Oil & Gas Legislation

The British Columbia Ministry of Energy, Mines and Resources has retained Macleod Dixon to rewrite, update and modernize the existing upstream oil and gas laws in British Columbia (statutes and regulations) using a best practices and results-based regulation model.

Gros Cacouna - Baltic LNG Project

Macleod Dixon acts for Petro-Canada in relation to a major international project involving a joint venture in Russia to construct, own and operate a liquified natural gas (LNG) facility in Russia under a joint venture and to regasify the LNG at a regasification facility to be constructed at Gros Cacouna in Quebec. The Gros Cacouna facility will also be owned and operated under a joint venture. The multi-billion dollar project intends to market the regasified natural gas in the northeastern U.S. Macleod Dixon is involved in all aspects of the Russian and Canadian projects and is supported in Russia by experienced lawyers from our Moscow office.

Yemen Project

Macleod Dixon acts as legal counsel to Calvalley Petroleum Inc., a Canadian oil and gas exploration company active in the Malik field in the Republic of Yemen.

Recent work involves negotiations with the Government of the Republic of Yemen regarding access to a crude oil lifting facility, as well as the construction of a 12-inch crude oil pipeline and negotiations for the sale of crude oil.

We also act for the Company with respect to equity financing.

Kitimat LNG Project

This is the first LNG project to be permitted on Canada's west coast, and one of the few LNG projects to be permitted in North America. The project is for the permitting, financing, construction and operation of a 610 MMcf/day LNG regasification terminal at Kitimat BC.

Macleod Dixon acts as counsel to Kitimat LNG and has been involved in all aspects of the project including negotiations with the First Nations and the Department of Indian Affairs regarding aboriginal issues, provincial and federal facility permitting, environmental review for the project, negotiating the EPC contract, project financing (equity and debt), LNG supply, gas purchase agreements and the Terminal Use Agreement.

Somalian Government Retains Macleod Dixon

Macleod Dixon was retained by the Federal Government of the Somali Republic with respect to the preparation of their new Petroleum Law and Regulations as well as the Model Production Sharing Contract being prepared for the State.

The project provided that the new laws would be approved and adopted by the Federal Government by September of 2006 and that oil and gas exploration work would commence in the third quarter of 2006.

Provident Energy Trust and EnCana Corp.

Macleod Dixon acted for affiliates of Provident Energy Trust in the acquisition of certain natural gas liquids (NGL) business from EnCana Corp. for approximately $800 million after closing adjustments. The acquired business included substantial interests in extraction facilities at Empress, Alberta and makes Provident the second-largest integrated NGL player in Canada. Provident is a Calgary-based open-ended energy trust that owns and manages an oil and gas production business and a natural gas liquids midstream services and marketing business.

LUKOIL Acquisition

Macleod Dixon advised LUKOIL Overseas Holding Ltd. with respect to its acquisition of Nelson Resources Ltd., a leading oil exploration and production company operating in Kazakhstan and listed on the TSX and AIM, for a total purchase price of US$2 billion in cash.

Initially LUKOIL acquired 65 per cent of the issued and outstanding common shares of Nelson from four principal shareholders for Nelson. The acquisition of the remaining common shares of Nelson was completed by way of amalgamation/merger under the laws of Bermuda and the British Virgin Islands, following receipt of the approval of Nelson's shareholders.

Uranium Storage Facility

We are currently representing the owner of a uranium storage facility which is subject to regulation by the Canadian Nuclear Safety Commission (CNSC) under the Canadian Nuclear Safety and Control Act. As part of this mandate we have successfully intervened before the CNSC in public hearings held to determine whether the facility operator's license should be extended, renewed or rescinded. We have also assisted our client in developing a regulatory plan in the event the operator/tenant defaults in complying with the CNSC order and our client is required to apply for and obtain licenses from the CNSC to construct, operate, decommission and abandon a nuclear substance storage facility or, alternatively, to package and transport the nuclear substance off site for disposal.

The scope of this work includes advice with respect to not only the requirements to conduct an environmental impact assessment under the Canadian Environmental Assessment Act, but also the manifesting, placarding and other requirements under the Transportation of Dangerous Goods Act.