North West Redwater Partnership closes credit facility and completes offering

On June 25, 2014, North West Redwater Partnership entered into a four-year $3.5 billion syndicated credit facility with Canadian Imperial Bank of Commerce, JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, certain other lenders, and Royal Bank of Canada, as agent. Funds from the credit facility will be used by North West Redwater Partnership to fund a portion of the costs of construction of its refinery, currently under construction in the Alberta Industrial Heartland Area. 

On July 23, 2014, North West Redwater Partnership and NWR Financing Company Ltd., as co-issuers, issued $500 million of 3.20 per cent Series A Senior Secured Bonds, due July 22, 2024, and $500 million of 4.05 per cent Series B Senior Secured Bonds, due July 22, 2044, for aggregate gross proceeds of $1 billion.

The offering was made through a syndicate of agents co-led by CIBC World Markets Inc., J.P. Morgan Securities Canada Inc. and RBC Dominion Securities Inc. and including Barclays Capital Canada Inc, BMO Nesbitt Burns Inc., BNP Paribas (Canada) Securities Inc., Citigroup Global Markets Canada Inc., Merrill Lynch Canada Inc., RBS Capital Markets (Canada) Limited, Scotia Capital Inc., TD Securities Inc., AltaCorp Capital Inc., Desjardins Securities Inc., National Bank Financial Inc. and Casgrain & Company Limited.

North West Redwater Partnership was represented in Canada by Bennett Jones LLP with a team led by Darrell Peterson (corporate and securities) and Phil Backman (financial services), which included Kahlan Mills, Paul Barbeau, Matthew Olson, Tessa Guenther (corporate and securities), Pat Maguire, JP Pham (energy), Dave Lennox, Karen Dawson (financial services), Alan Rautenberg (tax) and Ron Barron (real estate). Paul, Weiss, Rifkind, Wharton & Garrison LLP was US counsel to North West Redwater Partnership with a team including Andrew Foley, Dale Sarro, Dorion Fogel, Alexis Fink and Ian Hazlett (corporate, securities and financing) and David Mayo and Robert Killip (tax).

The lenders under the credit facility were represented by Blake, Cassels & Graydon LLP with a team led by Michael McIntosh (financial services), which included Andrew Kolody, Charles McRoberts (financial services), Garth Anderson, Jay Geers (real estate) and Duff Harper (regulatory and environmental).  Latham & Watkins LLP was US counsel to the lenders with a team led by Jonathan Rod.

The agents were represented by Blake, Cassels & Graydon LLP with a team led by Tim Andison (corporate and securities) and Michael McIntosh (financial services), which included Gordon McKenna, Joe Zed (corporate and securities), Andrew Kolody, Charles McRoberts (financial services) and Robert Kopstein (tax).  Latham & Watkins LLP was US counsel to the agents with a team including Jonathan Rod, Erika Weinberg and Spencer Bloom.

Alberta Petroleum Marketing Commission, as one of the bitumen suppliers to the refinery, was represented by Mark Enright, Margaret Mansell, Don Svitich, Peter Thagard, Ken Whitelaw and Patrick Wingerchuk of Alberta Department of Justice, and Canadian Natural Resources as a bitumen supplier and 50 per cent partner in North West Redwater Partnership was represented by Osler, Hoskin & Harcourt LLP with a team led by Lorne Carson (financial services) which included Rob Desbarats (energy) and Dana Saric (financial services).