 Bennett Jones Karen J. DawsonPartner • Co-Head of Banking & Secured Transactions Practice Calgary dawsonk@bennettjones.com Education Mount Allison University, BA (Political Science/History), with first class honours Dalhousie University, MA (International Relations) McGill University, LLB/BCL, with great distinction Bar Admissions New York, 2003 Alberta, 2011 Overview Co-Head of the firm's Banking and Secured Transactions group, Karen Dawson is a highly knowledgeable, practical and client-service oriented financial services lawyer with extensive experience acting as lead counsel in a wide range of complex domestic and international finance transactions, including corporate lending transactions, asset based lending transactions, reserves based lending arrangements, equipment financings, acquisition financings, project financings and private placements. She also has broad experience working on restructurings (including the establishment of debtor-in-possession financing arrangements and foreclosures), and routinely advises as Canadian counsel in connection with cross-border financing arrangements. Before joining Bennett Jones, Karen practiced at Pillsbury Winthrop Shaw Pittman LLP in New York City. While at Pillsbury, she was seconded to Citigroup in New York City for a period of time, where she acted in conjunction with an in-house legal group counselling business personnel on issues related to syndicated loans and guaranties. Karen is a member of the American Bar Association (Business Law Section), New York State Bar Association and the Association of the Bar of the City of New York.
Select Experience prior to joining Bennett Jones •
Represented a Canadian-based manufacturer as borrower in a series of secured, demand bilateral credit facilities in connection with an asset acquisition. • Represented a defense contractor as borrower in a widely-syndicated senior secured revolving credit facility. • Represented a major US based energy corporation as lender in a bridge loan to a foreign energy company for purposes of gas exploration. • Represented a natural gas trader as borrower in a senior secured working capital revolver for three natural gas trading affiliates of a private, mid-western energy company, secured by accounts receivables of the borrower. • Represented a US manufacturer as borrower in a bilateral, secured exit credit facility. • Represented an administrative agent/lender in a syndicated secured term loan/contingent notes facility for a Bermudian company, supported by, among other things, an obligation by certain affiliated firms to purchase outstanding subordinated notes on a put. • Represented an administrative agent/lender in senior secured and guaranteed credit facility, secured by collateral in Mexico, Luxembourg, Spain and Barbados. • Represented an administrative agent under a credit facility in respect of telecommunications borrower's acquisition of a satellite company. • Represented a majority shareholder as lender in senior secured revolving credit facility for a west coast based video-display company. • Represented term loan lenders in the restructuring of obligations under a secured credit facility for a high-end retail company. Select Experience • Canadian Pacific Railway Company in its US$1.2-billion debt offering of notes, guaranteed by Canadian Pacific Kansas City Limited • Waste Connections in its C$500-million inaugural offering of senior notes • Kohlberg Kravis Roberts & Co., in connection with its C$1.19-billion acquisition of an indirect minority equity interest in the Labrador-Island Link from Emera Inc. • Canadian Pacific Railway Company, in its public offering via prospectus supplement of an aggregate of $2.2-billion principal amount of notes, guaranteed by Canadian Pacific Railway Limited. • Canadian Pacific Railway Company, in its public offering via prospectus supplement of an aggregate of US$6.7-billion principal amount of notes, guaranteed by Canadian Pacific Railway Limited. • North West Redwater Partnership in a consent solicitation from $6.35-billion of bonds for a substantially revised and amended Trust Indenture, a $2.6-billion four tranche bond issuance, an amendment of the Partnership's $3.5-billion senior secured credit facilities, amendments to the Processing Agreements backstopping the economics of the Refinery, a transfer of partnership units from North West Refining Inc. to Alberta Petroleum Marketing Commission and substantial amendments to the governance structure of the Partnership. • Veresen Midstream Limited Partnership, in connection with its restatement of credit facilities in the aggregate amount of $2,775,000,000. • Husky Energy Inc., in connection with its $3,200,000,000 credit facilities. • Husky Midstream Limited Partnership, in connection with its $1,200,000,000 credit facilities. • North West Redwater Partnership, in connection with its $3.5-billion credit facility and $1.0-billion bond offering, the proceeds of which will contribute to the funding of the construction of North West's $8+ billion bitumen refinery in the Alberta Heartland. • TriWest Capital Partners, in connection with acquisition asset based lending facilities for Bull Moose Capital Ltd., Lithion Power Group (fka HPC Energy Services Ltd.) and PRT Growing Services Ltd. • Third Eye Capital, in connection with a management buyout of a privately held energy services company, and the establishment of credit facilities related thereto. • Third Eye Capital, in connection with the establishment of credit facilities for Pieridae Energy. • A syndicate of first lien lenders in connection with an exit loan arrangement for Connacher Oil and Gas Limited. • Canadian Imperial Bank of Commerce, as agent in connection with a restructured senior secured credit facility for an oil and gas service company. • A private equity lender, in a project financing for a British Columbia based mining company. • Inuvialuit Regional Corporation, in connection with its asset based loan facility. • Canadian North Inc., in connection with its asset based loan facility. • Weldco-Beales Manufacturing Inc., in connection with its asset based loan facility. • Heritage Royalty Resources Corp., in connection with its reserve based loan facility. • Eagle Energy Inc., in connection with its reserves based loan facility. • Argent Energy Trust, in connection with a reserves based loan facility. • NEP Canada ULC, in connection with its reserves based loan facility. • Kissner Group Holdings LP, as Canadian counsel is connection with the establishment of a first lien and a second lien credit facility for NSC Minerals Ltd., a newly acquired subsidiary. • Waste Connections, Inc., as Canadian counsel in a $3-billion credit arrangement in connection with a $13-billion merger with Progressive Waste Solutions Ltd. • Columbia Pipeline Group, Inc., as Canadian counsel in connection with the US$13-billion acquisition of Columbia Pipeline Group, Inc. by TransCanada Corporation. • Devon Energy Corporation, in connection with its US$3 billion cross border revolving credit facilities. • Airswift, as Canadian counsel in connection with a cross border senior secured credit facility. • C&J Energy Services, as Canadian counsel in connection with a cross border senior secured credit facility. • Advicent Solutions, as Canadian counsel in connection with a cross border senior secured credit facility. • Darling International Inc., as Canadian counsel in connection with a cross border asset based loan facility. • Osum Oil Sands Corp., as Canadian counsel in connection with a cross border senior secured credit facility. • Angiotech Pharmaceuticals Inc., as Canadian counsel in connection with a cross border senior secured term loan credit facility. • Kissner Holdings LP, as Canadian counsel in connection with its US$400,000,000 notes offering in the U.S. led by Jefferies LLC, and related refinancing. • CPPIB Credit Investments Inc., in connection with its $100-million investment in unsecured notes of Cequence Energy Ltd. • CPPIB Credit Investment, in connection with its $250-million investment in unsecured notes of Legacy Oil & Gas Ltd. • Flint Energy Services Ltd., in connection with a $175-million unsecured high yield note offering led by Credit Suisse. • Precision Drilling Corporation, in connection with a $200-million high yield note offering in Canada led by the Royal Bank of Canada. • Precision Drilling Corporation, in connection with a US$550-million credit facility with a group of Canadian and US banks. • Precision Drilling Corporation, in connection with a US$650-million high yield note offering in the U.S. led by Credit Suisse. • First lien lenders in connection with a debtor-in-possession financing for Connacher Oil & Gas Limited. • First lien lenders in connection with a debtor-in-possession financing for ACCEL Energy Limited. • Argent Energy Trust, in connection with a debtor-in-possession financing arrangement. • Northern Transportation Company Ltd., in connection with a debtor-in-possession financing arrangement. • C&J Energy Services, as Canadian counsel in connection with a debtor-in-possession financing arrangement. |