Pembina Pipeline Acquires Provident Energy

Pembina Pipeline Corporation (“Pembina”) completed its acquisition of Provident Energy Ltd. (“Provident”) pursuant to a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Alberta). Pursuant to the Arrangement, Pembina acquired all of the issued and outstanding common shares of Provident in a transaction valued at approximately $3.8 billion. Provident shareholders received 0.425 of a Pembina share for each Provident share held and Pembina assumed all of the rights and obligations of Provident relating to its two series of outstanding convertible unsecured subordinated debentures. In connection with the Arrangement, Pembina listed its common shares for trading on the New York Stock Exchange and also increased its bank credit facilities from $800 million to $1.5 billion.

Pembina owns and operates pipelines that transport crude oil, natural gas liquids; diluent and diluted bitumen, produced in western Canada, and offers a full spectrum of midstream and marketing services.

Pembina also owns and manages a natural gas liquids infrastructure and logistics business with strategically located facilities in western Canada and in premium NGL markets in eastern Canada and the US.

Pembina's legal team was led by James Watkinson, QC, Vice President, Legal, Harry Andersen, General Counsel, Jennifer Harker, Senior Legal Counsel, and Ian Balfour, Corporate Counsel, of Pembina with assistance from a team at Blake, Cassels & Graydon LLP that included Dallas Droppo, QC, Chad Schneider, Jeff Bakker, Stefan McConnell and Paul Pasalic (securities); Robert Kopstein, Carrie Aiken and Ted Thiessen (tax); Ben Rogers and Chris Harris (energy); Debbie Salzberger and Litsa Kriaris (competition); Warren Nishimura and Andrew Kolody (banking); Brian Thiessen (employment); Abdul-Basit Khan (labour) and Gord Cameron (regulatory). Pembina was also represented on US matters by Paul, Weiss, Rifkind, Wharton & Garrison LLP, with a team that included Andrew Foley (project leader); David Mayo and Kate Belzberg (tax); Tim Phillips (securities) as well as Didier Malaquin (antitrust).

Scotia Waterous Inc. acted as financial advisor to Pembina.

Provident was represented by Norton Rose Canada LLP (formerly Macleod Dixon LLP), with a team that included Jack MacGillivray, Justin Ferrara, Scott Negraiff and Kirsty Sklar (securities); Darren Hueppelsheuser and Stefan Ali (tax); Chrysten Perry, Fraser Bush and Julianna Fish (energy); John Carleton and Brad Schneider (competition) and Michael Bennett and Matt Hall (corporate). Provident was also represented on US corporate and securities law matters by Dorsey & Whitney LLP, with a team that included Dan Miller and on US tax matters by Andrews Kurth LLP with a team that included Andrew Feiner and Angela Richards.

TD Securities Inc. acted as financial advisor to Provident.


Justin E. Ferrara Stefan McConnell Jeffrey Bakker Ted Thiessen Matthew J. Hall Dan Miller Andrew Kolody Dallas L. Droppo Jack C. MacGillivray Andrew J. Foley Ian C. Balfour Michael J. Bennett Warren Nishimura Chrysten E. Perry Abdul-Basit Khan Carrie Aiken Jennifer Harker Didier Malaquin Deborah Salzberger Chad Schneider Scott M. Negraiff Darren D. Hueppelsheuser Bradley K. Schneider R. Ben Rogers Brian J. Thiessen Christopher R. Harris Evangelina Litsa Kriaris John P. Carleton Paul Pasalic Gordon K. Cameron


Blake, Cassels & Graydon LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Norton Rose Fulbright Canada LLP Dorsey & Whitney LLP Andrews Kurth