BC Gas and Partners Acquire EnCana Pipeline System

On January 9, 2003, a consortium of BC Gas Inc., Ontario Teachers’ Pension Plan Board and Borealis Infrastructure Management Inc. acquired the Express Pipeline System from EnCana Corporation and its affiliates for $1.175 billion, including the assumption of approximately $582 million in project financing on the system. The pipeline system is a 2,750 km pipeline that delivers crude oil produced in Alberta from Hardisty, Alberta to refineries and other facilities near Casper, Wyoming and to Wood River, Illinois.

John Fingarson, vice-president, general counsel and secretary, Trans Mountain Pipe Line Company Ltd. (now Terasen Pipelines), a BC Gas subsidiary, was part of the BC Gas negotiating team and, together with Mike Boyle, associate general counsel and assistant secretary, Terasen, directed counsel to the purchasers.

Stikeman Elliott LLP was lead counsel to the purchasers, with a team led by Glenn Cameron and including Scott Whitby, Mike Styczen, Harold Andersen, Chris Croteau and Gord Chmilar (corporate), Mary Henderson and Wendy Moreland (regulatory), Greg Plater (environmental), Paul Collins and Jeff Brown (competition), Lorna Cuthbert and Julie Thibault (employment) and Leland Corbett (banking). Dickstein Shapiro Morin & Oshinsky LLP in Washington, D.C., represented the purchasers in the U.S., with a team headed by Lee Alexander and including Rebecca Wright (corporate), Steve Walter (competition), Gary Schoenbrun (tax), Andrew Cooper (environmental) and Myron Mintz (employment). Bruce Sinclair, Robert Kopstein and Janette Pantry of Borden Ladner Gervais LLP provided tax advice to BC Gas on the acquisition.

Ontario Teachers’ Pension Plan Board and Borealis were represented by Davies Ward Phillips & Vineberg LLP, with a team comprised of Carol Pennycook, Berl Nadler, Mark Connelly and Darren Wasylucha (corporate), David Smith, Q.C., Siobhan Monaghan and Duncan Osborne (tax), Gray Taylor (environmental) and Mark Katz (competition); and in the U.S., by Peter Keenan (tax) of Torys LLP in New York. Nancy Chaplick of Osler, Hoskin & Harcourt LLP advised Borealis on pension fund investment regulation matters. Michael Padfield, legal counsel, investments, Ontario Teachers’ Pension Plan Board advised the board on regulatory matters.

EnCana was represented by in-house counsel Don Serink, with McCarthy Tétrault LLP working under his direction. The McCarthy Tétrault team was led by Bruce MacPhail, and included Graham Young, Scott Burrell and Johanna Price (corporate), David Ross (tax), Oliver Borgers (competition) and David Stanford (environmental). In the U.S., EnCana was represented by Cravath, Swain & Moore in New York, with a team led by Richard Hall and including Mitchell Kraus (corporate), William Dixon and Darren Heil (tax), Robin Landis (competition), Patricia Geoghegan and Jennifer Conway (employment) and Annmarie Terraciano (environmental).