On August 31, 2018, the Government of Canada indirectly acquired the Trans Mountain Pipeline system and the Trans Mountain Expansion Project (TMEP), through Trans Mountain Corp. (a subsidiary of the Canada Development Investment Corp. (CDEV)) from a subsidiary of Kinder Morgan Canada Ltd. (KML) for cash consideration of $4.5 billion. In connection with the closing, KML also replaced its existing $500 million secured revolving credit facility with a new 4-year, $500 million unsecured revolving credit facility for working capital purposes.
KML’s in-house legal team led the transaction and was comprised of Curt Moffatt, Eric McCord, Adam Forman, Angela Teer, Melanie Blair and Nathan Zaseybida. KML was represented by Blake, Cassels & Graydon LLP with a team that included Mungo Hardwicke-Brown, Keith Byblow, Kevin Kerr, Todd McCrae, Ky Kvisle, Ian Clarke and Kyle Taylor (Energy and M&A), Chad Schneider, Noralee Bradley, Olga Kary and Kathleen Cloutier (Securities), Michael McIntosh, Andrew Kolody, Nick Tropak, James Desjardins and Simon Lidster (Banking and Finance), Carrie Aiken and Dan Jankovic (Tax), Sam Adkins and Terri-Lee Oleniuk (First Nations and Regulatory), Julie Soloway and Fraser Malcolm (Competition), Alexis Levine (Public Law), Paul Blyschak (Investor Protection), Birch Miller and de Lobe Lederman (Employment) and Sean Maxwell (Pensions).
KML was also represented by Weil, Gotshal & Manges LLP with respect to US regulatory matters by a team that included Michael Aiello, Adé Heyliger, Vadim M. Brusser, Ted Posner, Andrea Ryken, Elisabeth McMorris and Greg Chaufen.
Borden Ladner Gervais LLP advised the Government of Canada and Trans Mountain Corp., with a team that included Kent Howie, Peter Bryan, Miles Pittman, Xiaodi Jin, Ravi Latour, Scott Robson, Josh Weinberger, Stefan Timms, Jeff Taylor and Steven Bodi (Energy & M&A), Melinda Park and Alfred Page (Securities), Bruce Fowler, Dan Sears, Donald Bird, Shauna Crothers, Elly Seddon, Chapmann Wong and Evita Ferreira (Banking and Finance), Lindsay Holmes, Steve Suarez and Kim Maguire (Tax), Alan Ross, David Camp, Chidinma Thompson, Bradon Willms and Ramsey Glass (First Nations and Regulatory), Bill Woodhead (Construction), Davit Akman and Denes Rothschild (Competition), and Laurie Robson and Andrew Harrison (Employment and Pensions).
Sidley Austin served as US Counsel for Canada Development Investment Corp. (CDEV), including work on CFIUS, HSR and other US regulatory matters. The team included Dave Asmus, Jim Rice and James Porter (Energy & M&A), Jim Mendenhall (CFIUS), Jim Wedeking (Environmental), Karen Kazmerzak (Antitrust/Competition), Andrew Shoyer and Pavan Krishnamurthy (International Trade), Tom Kim (Capital Markets), Bill Williams, Emily Mallen, John Hebden and Greg Kusel (Energy Regulation), Laura Barzilai (Tax), Marc Korman (FCC), Mary Niehaus (Employee Benefits and Executive Compensation) and Kate Roberts (Labor, Employment and Immigration).
Torys LLP also advised CDEV and Trans Mountain Corp. with respect to certain corporate governance, structuring and financing matters related to the transaction with a team that included Thomas Yeo, Aaron Emes, Matthew Lui and Robert Fatt (Corporate), Amanda Balasubramanian, Nina Mansoori and Hongyi Geng (Banking and Finance) and Jerald Wortsman (Tax).
Torys LLP advised RBC and TD in connection with the KML credit facilities with a team that included Kevin Fougere, David Kolesar and Tyrel Henderson.