Pembina Completes Acquisition of Natural Gas Assets and Related Financing

On June 2, 2009, Pembina Pipeline Income Fund completed its acquisition of the Cutbank Complex midstream natural gas gathering and processing facilities from Talisman Energy Canada (Talisman) for $300 million.

Pembina also completed a related $150-million, 18-month debt bridge facility and a $150-million, nine-month equity bridge facility given by The Bank of Nova Scotia. A $165-million bought deal equity (trust units) financing was completed on May 20, 2009.

The Cutbank Complex, located in Alberta, is an interconnected gathering and processing complex for sweet gas comprised of three gas plants, nine compressor stations and approximately 300 kilometres of gathering pipeline.

Pembina was represented by in-house counsel D. James Watkinson, QC, Jennifer Harker and Jacoba Klinger and by Blake, Cassels & Graydon LLP. The firm's lawyers were divided into three teams: acquisition, banking and public markets financing. All three teams were led by Dallas L. Droppo, QC, M&A counsel. The acquisition team included Jana Prete, Matthew Simpson, Colleen Ross (oil and gas); Cameron Proctor (corporate) and Julie Soloway (competition). The banking team included Warren Nishimura and Kristin Long. The public markets financing team included Ross Bentley, Cameron Proctor and Dana Hnatiuk. Tax support was provided to all teams by Ronald Mar, Ted Thiessen and Ian Balfour.

Talisman was represented by in-house counsel Roni Haugen, manager, legal land services, with assistance from Osler, Hoskin & Harcourt LLP's Robert P. Desbarats, QC (oil and gas) and Noralee M. Bradley (securities).

Scotia Capital Inc. and the other underwriters were represented by McCarthy Tétrault LLP with a team consisting of David Phillips (business law); Mark Eade (corporate finance and M&A); Juliamai Giffen (business law) and TJ Kang (tax).

On the debt financing, The Bank of Nova Scotia was represented by Stikeman Elliott LLP, specifically Leland Corbett and Lisa Grams.