Canadian Natural Resources Ltd. acquires Athabasca Oil Sands Project interests from Shell Canada, completes joint acquisition of Marathon Oil Canada Corp. with Shell Canada

On May 31, 2017, Canadian Natural Resources Ltd. (Canadian Natural) completed two previously announced agreements to acquire oil sands assets from Shell Canada Energy, Shell Canada Ltd. and Shell Canada Resources (Shell) and, with a subsidiary of Shell, to jointly acquire Marathon Oil Canada Corp. (MOCC). Under the first agreement, a subsidiary 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, including Carmon Creek, and a number of undeveloped oil sands leases in Alberta. 

The consideration to Shell from Canadian Natural was approximately $11.1 billion, 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 agreement, Canadian Natural and a Shell subsidiary 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 Canadian Natural commenced as operator of the AOSP upstream mining assets, while Shell continues as operator of the Scotford upgrader and Quest carbon capture and storage (CCS) project, located adjacent to the 100-per-cent Shell-affiliate-owned Scotford refinery and chemicals plants.

Canadian Natural was represented in-house with a team led by Paul Mendes, and that included Betty Yee, Brenda Balog, Joe Sair, Stephanie Graham, Peter Andrekson, Katherine Linder, Chandra Mazuryk, Jeff Davidson, Eric Sterns, Brian Bate and Linda Garvey. Bennett Jones LLP represented Canadian Natural externally with a team led by Pat Maguire (oil and gas), and that included Donald Greenfield, Jana Prete, Kieran Ryan, Megan Bertram, Helen Cox, Brad Eidsness, Phil Backman (banking), Jeremy Russell, Brent Kraus (securities), Tessa Guenther, Beth Riley (competition), Darcy Moch (tax), Stephen Burns (intellectual property), Shawn Munro (regulatory), James Salsman, John Batzel (employment) and Susan Sellers (pension). 

Shell was represented in-house with a team that included Barry Tyndall, Melanie Larson, Bonnie Vogeli, Lawrence Ator, Stephanie Uhlich, Ikram Haq, Julianne Osberg, Krista Treasure, Sean Assie, Linda Howey, Rick Taylor, Corey Dreveny, David Rodi and Annie Stewart. McCarthy Tétrault LLP represented Shell externally with a team led by Craig Spurn and Cathy Samuel, and that included Ben Aberant, Gord Baird, Randy Bauslaugh, Mike Bennett, Paul Boniferro, Oliver Borgers, Jeremy Busch-Howell, Gord Cameron, Will Cascadden, Paul Cassidy, Sean Collins, Gary Girvan, Kristen Haines, Don Houston, Kim Howard, Pavan Jawanda, Ben Layton, Walker Macleod, Ron Mar, Steven Molnar, Robert Nearing, Michelle Siu, Shea Small, Kara Smyth, Theo Stathakos, Roger Taplin, Justin Turc and Shana Wolch. 

Marathon Oil was represented in-house by a team led by William (Bob) Cook, and that included Sam Mazzu, Laura Nolen and Shawn Tracey. Burnet, Duckworth & Palmer LLP represented Marathon Oil externally with a team led by Sean Korney, and that included Alicia Quesnel, Jon Ozirny and Randon Slaney (energy), Heather DiGregorio and Brandon Holden (tax) and Gina Ross (employment).