Oil & Gas

Our Oil and Gas Group (a part of Miller Thomson LLP’s Energy Group) draws on the diverse industry experience and broad legal expertise of its members to provide the complete spectrum of services required by our clients – whether they be private or public companies, local, national or international in scope or governmental agencies. Our experience extends across Canada and globally, including the United States, South America, the Middle East, Africa and Asia.

Our lawyers have represented clients ranging from small independent producers to multi nationals, and are able to provide services in the following areas:

Transactions

Asset Acquisitions and Divestitures; Asset Conveyances; Puts; Options; Shotgun Buy/Sell Arrangements; Sale/Lease Back Arrangements; Competition Act Compliance and Filings; Investment Canada Compliance and Filings; Share Purchase and Sales; Title and Other Due Diligence Reviews; Rectification of Title Deficiencies; Energy Financings.

A&D Services

A unique offering to the energy industry, Miller Thomson A&D goes beyond traditional oil and gas services.

Providing transaction services that combine land management, legal services and information technology, Miller Thomson A&D Services supports the acquisition and divestiture of oil and gas assets, corporate mergers and reorganizations, and post-merger and post-reorganization integration.

Our land administration, legal, and systems team offers real industry experience that maximizes transaction efficiencies and minimizes costly delays often associated with oil and gas transactions.

Operations

Mineral Leases; Joint Operating Agreements; Joint Ventures; Farmouts; Construction, Ownership and Operating Agreements; Storage, Gathering, Processing and Transportation Agreements; Petroleum and Natural Gas Storage Agreements; Contract Operating Agreements; Project Management Contracts; Rig Sharing Agreements; Partnerships; Poolings; Unitizations; Royalty Agreements; Net Profit Agreements; Carried Interest Agreements; Sale and Swap Marketing Agreements; Surface Leases, Easements and Other Surface Documentation.

Tax Matters

Planning with respect to divestitures, acquisitions, mergers, corporate restructuring, tax deferred transactions, flow through share offerings and alternate organizational structures; advocacy respecting tax litigation matters.

Corporate Finance

Public and Private Financings, including project financing for oilfield development, pipeline construction and major asset acquisitions; Mergers and Acquisitions; Takeover Bids; Issuer Bids; Stock Exchange and Regulatory Compliance.

Regulatory

National Energy Board; Competition Bureau; Industry Canada (Investment Canada); Alberta Energy and Utilities Board; Alberta Public Utilities Board; Alberta Surface Rights Board; Ontario Energy Board; Ontario Municipal Board; British Columbia Utilities Commission; British Columbia Oil and Gas Commission; Yukon Utilities Board; Yukon Environmental and Socio-Economic Assessment Board; Permits and Approvals; Compliance; Legislative and Regulatory Drafting and Review.

Environmental

Due Diligence Review; Permits and Approvals; Environmental Compliance and Management; Incident Reporting and Compliance; Remediation; Defence of Environmental Prosecutions; Litigation; Legislative and Regulatory Review.

Litigation

Litigation; Alternative Dispute Resolution.

Aboriginal Matters

First Nation Joint Ventures and Memoranda of Understanding; Scholarships; Training Programs; Treaty Land Entitlement Matters including conversion from Provincial to Federal Jurisdictions.

Representative Work

Recent significant matters we have been involved in include:

• Assisting in the conversion of a depleted reservoir to a gas storage facility.
• Acted on the purchase of an interest in a pre-existing ethane extraction plant for an adjusted purchase price of approximately $42.5 million.
• Negotiated a long term non-tariff based gas storage arrangement.
• Assisted with the joint venture, ownership and operating documentation related to the construction of a new ethane extraction plant.
• Advising the B.C. Transportation Financing Authority with respect to coal bed methane issues.
  Acting as counsel to and advising the Yukon Government with respect to northern pipeline issues and offshore oil and gas exploration and development matters.
• Acted on related purchase and sale transactions involving the acquisition of two natural gas pipelines and eight natural gas gathering and processing systems for an aggregate pre-adjusted cash consideration of approximately $114 million and, as part of the transaction, negotiated long term transportation, gathering and processing arrangements.
• Assisting a First Nation negotiate replacement mineral and surface dispositions with the federal and Alberta governments and oil companies in conjunction with the creation of the reserves contemplated in a Treaty Settlement Agreement.
• Acted on the sale of midstream facilities to a variety of purchasers for proceeds in excess of $400 million.
• Served as outside counsel for a public partnership on the purchase of four pipelines from an affiliate.
• Assisted Indian Oil and Gas Canada develop a standard form mineral permit.
• Acted on the purchase of numerous midstream assets for a large diversified energy services business.
• Negotiated the construction, ownership, operating, gathering, processing, transportation, sales, distribution and management documentation associated with the first Canadian commercial natural gas development project north of the Arctic Circle.
• Acted for a U.S. bank selling Saskatchewan potash interests.
• Acted for a Canadian based producer on several asset purchase and sale and option transactions involving Qatari assets as well as a private placement of shares and a forward sale of Qatari oil production.
• Acted for an operator in proceedings to enforce its operator lien.
• Acted for several working interest owners in a contested court application to replace the operator.
• Acted on the financial reorganization of an oilfield services company.
• Negotiated technology licencing agreements for an oilfield services company.
• Acted for a large American independent on the sale of the majority of its Canadian oil and gas properties.

Our Firm

Miller Thomson LLP is one of Canada’s largest national law firms, with offices in Toronto, Vancouver, Calgary, Edmonton, London, Kitchener-Waterloo, Guelph, Markham and Montréal. The firm provides a complete range of business law, advocacy and personal legal services to Canadian and international corporations, entrepreneurs, institutions, governments and not-for-profit organizations.