Whitecap Resources and TORC Oil & Gas $565 million business combination agreement

On Dec. 8, 2020, Whitecap Resources Inc. (Whitecap) and TORC Oil & Gas Ltd. (TORC) announced an agreement for a business combination valued at approximately $565 million via a plan of arrangement under the Business Corporations Act (Alberta). Under the terms of the agreement, TORC shareholders receive 0.57 Whitecap common shares in exchange for each TORC common share held. The Whitecap executive team would manage the new combined entity, which will have an enterprise value of approximately $4 billion and be among Canada’s most significant light oil providers.

TORC Oil & Gas is a Calgary-based conventional oil and gas producer with assets focused on western Canada. Whitecap Resources is an oil and gas producer with a significant light oil resource base in Calgary.

McCarthy Tétrault LLP advised TORC Oil & Gas with a team led by
James Pasieka,
Brian Bidyk,
Gordon Cameron,
and which included
Farhiyah Shariff,
Ashley Wilson (corporate/M&A),
Kimberly Brown,
Steve Marshall (tax),
Dominic Thérien (competition/antitrust),
Sean Smyth,
Lyndsey Delamont (litigation).

Tim Richardson, general counsel at Whitecap, led the team advising Whitecap.

Burnet, Duckworth & Palmer LLP also advised Whitecap with a team including
Grant Zawalsky (corporate/M&A managing partner),
Shannon Gangl,
Bronwyn Inkster (corporate/M&A partners),
Gina Ross (employment partner),
Joanne Luu (litigation partner),
Heather DiGregorio (tax partner),
Brittney LaBranche (competition/energy associate),
Nigel Behrens,
Austin Fruson,
Katy Josephs (corporate/M&A associates).


Gordon Cameron Brian J. Bidyk Ashley Wilson Kimberly Brown Dominic Thérien Bronwyn Inkster Joanne Luu Heather DiGregorio


Burnet, Duckworth & Palmer LLP McCarthy Tétrault LLP