Corporate Counsel - Sample Issue

CONOCO PHILLIPS ASSET SALE

One of the world’s largest independent oil exploration and production companies is bidding adieu to most of its assets in Canada. Cenovus Energy Inc. said on March 29 that it will buy the bulk of Houston-based ConocoPhillips’ oil sands holdings in Canada for $13.3 billion. The deal, which is expected to close in the second quarter of this year, yielded roles for two large firms in the United States and three in Canada.

Paul, Weiss, Rifkind, Wharton & Garrison corporate partner Andrew Foley, who opened the firm’s Toronto office in 2011 after relocating from New York, is advising Cenovus on the deal, along with Canadian firms Bennett Jones and Blake, Cassels & Graydon. The latter advised Cenovus on the $2.7 billion sale of its oil and gas royalty business to the Ontario Teachers’ Pension Plan in mid-2015, while Bennett Jones and Paul Weiss have previously handled note and debt offerings for the company.

Cenovus will double down on its holdings in Canada’s oil sands—a boon to large law firms during the height of the commodities boom several years ago—by acquiring the 50 percent stakes it didn’t already own in its joint venture projects with ConocoPhillips at Christina Lake and Foster Creek in Alberta. Cenovus also will assume control of ConocoPhillips’ assets in British Colombia’s Deep Basin. Alan Reid is Cenovus’ general counsel, while Gary Molnar is the company’s assistant general counsel and corporate secretary.

In order to finance the deal, which will make Cenovus the third-largest oil sands producer, the Calgary-based company plans to raise $1.35 billion from the sales of its Alberta-based oil and natural gas drilling projects at Pelican Lake and Suffield.

While ConocoPhillips will retain joint venture interests in its Blueberry-Mont-ney and Surmont assets in the Canadian oil sands, its deal with Cenovus will essentially mark the end of yet another multinational oil and giant’s presence in the region.

ConocoPhillips’ agreement with Cenovus is the latest in a string of deals consolidating holdings in the oil sands. Alberta has the third-largest oil reserves in the world, but extracting value from the sands is costly and carbon-intensive. That has caused many companies to reconsider their holdings in the province.

King & Spalding and Canada’s Osler, Hoskin & Harcourt are advising ConocoPhillips on its decision to shed most of its oil sands assets. Osler previously advised the company on the $4.64 billion sale of its 9 percent interest in a Canadian oil sands joint venture to China Petroleum Chemical Corp., better known as Sinopec, in 2010.

Osler’s team on the Ceno-
vus deal includes corporate partner
Noralee Bradley, energy partner
Janice Buckingham, tax partners Colena
Der, Alan Kenigsberg, Edward Rowe
and Ted Thiessen, antitrust and foreign
investment partner Peter Glossop and
labor and employment partner Damian
Rigolo.

Janet Langford Carrig is senior vice president of law, general counsel and corporate secretary at ConocoPhillips.

—MEGHAN TRIBE

INTEL
MOBILEYE

Chipmaker Intel Corp. said it will acquire for $15.3 billion Mobileye N. V., an Israeli developer of technology for self-driving cars. The transaction is expected to close by the end of this year.

Legal Advisers: Skadden, Arps, Slate,
Meagher & Flom for Intel; Morrison &
Foerster for Mobileye

USI INSURANCE BUYOUT

New York-based KKR & Co. LP and Canadian pension fund Caisse de dépôt et placement du Québec (CDPQ) said they will acquire Valhalla, New York-based insurance broker USI Insurance Services from Toronto-based private equity firm Onex Corp. for $4.3 billion, including assumption of debt. The transaction is expected to close in the second quarter of this year.

Legal Advisers: Simpson Thacher &
Bartlett for KKR and CDPQ; Arnold &
Porter Kaye Scholer for Onex
VISTA EQUITY
DH CORP.

Vista Equity Partners LLC, a San Francisco-based private equity firm, said it will acquire Toronto-based financial

Andrew Foley
Paul Weiss
Noralee Bradley
Osler Hoskin
Janice Buckingham
Osler Hoskin
Erin Cox
Munger Tolles
Alexander Yanos
Hughes Hubbard
Lisa Glasser
Irell
Robin Cohen
McKool Smith