Waterous Energy Fund acquisition of Osum Oil Sands Corp. to form Strathcona Resources Ltd.

On April 30, Waterous Energy Fund, an energy-focused private equity firm, completed its acquisition of Osum Oil Sands Corp., a private oil producer, by amalgamating Osum with its affiliate to form a wholly owned portfolio company carrying on business in the name of Strathcona Resources Ltd. The amalgamation follows Waterous’ successful partial take-over bid for Osum shares which was completed on Mar. 15, as well as a prior private acquisition of Osum shares in mid-2020, for an aggregate deal value of $370 million.

The partial take-over bid was initially resisted by Osum. In December 2020, Osum applied to the Alberta Securities Commission to cease trade the bid on the basis that it was inadequately financed and failed to comply with certain disclosure obligations. Osum’s application proceeded to a hearing in January 2020 and was dismissed by the Commission shortly thereafter. Ultimately, members of the Osum Board supported the bid at an improved offer price.

Blake, Cassels & Graydon LLP represented Waterous and Strathcona in all aspects of the transaction, including with respect to corporate, securities, financial services, litigation, competition/regulatory and employment matters, with a multidisciplinary team led by
Kevin Kerr (corporate and M&A),
Olga Kary (securities and M&A),
and which included
Dan McLeod,
Courtney Bohn,
Ashton Weibe (securities);
Ashton Menuz,
Jack Whelan,
Andrew Brier (corporate);
Drew Campbell,
Aaron Palmer,
Simon Lidster (financial services);
Julie Soloway,
Kevin Macdonald (competition);
Birch Miller (employment);
while the litigation team for the Commission hearing was led by
David Tupper,
Renee Reichelt,
and included
Randell Trombley,
Alexandra Mackenzie.

McCarthy Tétrault LLP represented Osum with respect to corporate, securities and litigation matters with a team led by
John Osler, Q.C. (securities and M&A),
Toby Allan (securities and M&A),
Sean Smyth, Q.C. (litigation),
and which included
Simran Choongh (securities and M&A),
Myriam Hacault (litigation),
Mark Risebrough (litigation).

Torys LLP represented lenders to the Waterous acquisition affiliate, with a team led by
Kevin Fougere (lending),
and which included
David Kolesar (lending),
Neville Jugnauth (corporate/M&A),
Lianne Tysowski (corporate/M&A),
Megan Funke (corporate).