 Bennett Jones Brent W. KrausPartner • Co-Head of Mergers & Acquisitions Practice Calgary krausb@bennettjones.com Education University of Saskatchewan, BComm, 1997 University of Saskatchewan, LLB, 1998 Bar Admissions Alberta, 1999 Overview Brent Kraus co-leads the firm's Mergers & Acquisitions practice and focuses on the areas of public and private mergers and acquisitions, capital markets transactions, shareholder activism, securities and corporate governance matters. He has experience in a wide breadth of industries, including the oil and gas and related services sector, new energy ventures, natural resources, transportation and financial services. Brent has significant experience in domestic and cross-border mergers and acquisitions as well as debt and equity offerings on behalf of both issuers and underwriters. His corporate governance advisory work includes advising corporations, boards of directors and special committees with respect to general compliance matters as well as transaction-specific mandates.
Brent is recognized by Chambers Canada in Corporate/Commercial; the Canadian Legal Lexpert Directory as "Most Frequently Recommended" for each of Mergers & Acquisitions, Corporate Finance & Securities and Corporate Commercial Law; the Lexpert Guide to Leading U.S./Canada Cross-border Corporate Lawyers; The Legal 500 Canada as a Leading Lawyer in Capital Markets and M&A; Who's Who Legal Canada as a leading lawyer in Mergers & Acquisitions, Energy and Capital Markets; and by LexisNexis Martindale-Hubbell. Brent is also a former co-head of the firm's Capital Markets and Mergers & Acquisitions practice and was a member of the firm's Partnership Board from 2016 to 2021. He is corporate secretary for several private companies. Prior to joining Bennett Jones, he served as law clerk to Mr. Justice J.C. Major at the Supreme Court of Canada. ,,Brent is very strong for his client service, his level of sophistication and his commercial awareness and vision. I would consider him to be an exceptional talent with deep transactional knowledge and a trusted advisor. He has the perfect blend of legal prowess and situational awareness that is most critical in complex transactions.,, Public and Private Mergers and Acquisitions
• Canadian Natural Resources Limited in its concurrent C$500-million and US$1.5-billion private placements of unsecured notes • Canadian Natural Resources Limited in connection with its private placement of US1.5 billion of unsecured notes in the United States and Cdn. $500 million of unsecured notes in Canada • Variperm Holdings Ltd., a portfolio company of SCF Partners, as Canadian counsel, in its sale to Forum Energy Technologies, Inc., a public company listed on the NYSE. • Canadian Fiber Optics Corp. in the private equity investment by Star America Infrastructure Partners, LLC, by way of private placement. • Royal Helium Ltd. in its approximately $100-million acquisition of Imperial Helium Corp. • Cenovus Energy Inc., in its $23.6-billion acquisition of Husky Energy Inc. • Canadian Natural Resources Limited, in its approximately $460-million acquisition of Painted Pony Energy Ltd. • Bird Construction Inc., in its $96.5-million acquisition of Stuart Olson Inc. • Pacific Oil & Gas Limited, in its acquisition of all of the issued and outstanding shares of Canbriam Energy Inc. for cash consideration. • Innovative Records System Corp., on its acquisition by Access Information Management of Canada ULC, including the acquisition of affiliated entities BCRM Services Ltd., Calgary Archives Corp., 102038083 Saskatchewan Ltd., Phoenix Recycling Inc., FileBank Records Centre Ltd., and DocuGuard Ltd. • Waste Connections, Inc., in an approximately $13 billion merger with Progressive Waste Solutions Ltd. • Schlumberger Lift Solutions Canada Limited, in its acquisition of Platinum Pumpjack Services Corp. • Resource Well Completion Technologies Inc., in the acquisition by Schoeller-Bleckmann Oilfield Equipment AG of a majority interest for approximately $40 million. • Founders Advantage Capital, in its $74 million acquisition of a 60% interest in the Dominion Lending Centre group of companies. • Founders Advantage Capital, in its $24.7 million acquisition of a 50% interest in Astley Gilbert Limited. • Founders Advantage Capital, in its $12 million acquisition of a 52% interest in Cape Communications International Inc. • Founders Advantage Capital, in its $21 million acquisition of a 60% interest in Club16 Trevor Linden Fitness. • Schlumberger Canada Limited, in its joint ventures with Production Plus Energy Services Inc. in Canada and the United States. • Schlumberger Canada Limited, in its acquisition of Pacesetter Directional Drilling Ltd. • Resource Well Completion Technologies Inc., in the acquisition by Schoeller-Bleckmann Oilfield Equipment AG of a majority interest for approximately $40 million. • Schlumberger Lift Solutions Canada Limited, in its acquisition of Pacesetter Directional Drilling Ltd. • Schlumberger Lift Solutions Canada Limited, in its acquisition of Baron Pumpjack Services • Marquee Energy Ltd., in its merger with Alberta Oilsands Inc. • Marquee Energy Ltd., in its acquisition of the Western Canadian assets of Sonde Resources Corp. • Schlumberger Canada Limited, in its acquisition of Gushor Inc. • Perpetual Energy Inc., in the sale and disposition of 90% of its interest in Warwick Gas Storage Inc. to a partnership sponsored by Brookfield Asset Management for total proceeds of $81 million dollars. • Fort Chicago Energy Partners L.P., in its acquisition of Swift Power Corp. by way of take-over bid. • Fort Chicago Energy Partners L.P., in its acquisition of Pristine Power Inc. by way of take-over bid. • Enerflex Systems Income Fund, in its acquisition by Toromont Systems Ltd. by way of take-over bid for approximately $700 million. • A leading international oilfield services company, in the acquisition of a distressed provider of down-hole services. • Statoil ASA, in its acquisition of North American Oil Sands Corporation by way of take-over bid for approximately $2.2 billion. • Synenco Energy Inc., in its acquisition by Total E&P Canada Ltd. by way of take-over bid for approximately $540 million. • Eimskip Atlas Canada, Inc., a wholly-owned subsidiary of Avion Group, and KingSett Real Estate Growth LP No. 2, in their acquisition of Atlas Cold Storage Income Trust by way of take-over bid for approximately $580 million. • BlackRock Ventures Inc., in its acquisition by Shell Canada Limited for approximately $2.4 billion. • Innicor Subsurface Technologies Inc., in its acquisition by BJ Services Company by way of take-over bid for $55 million. • Salamander Energy plc, in its acquisition of GFI Oil & Gas Corporation by way of a plan of arrangement for approximately US$220 million. • Schlumberger Lift Solutions Canada Limited, in its acquisition of Grimes Sales & Service Ltd. • Paramount Energy Trust, in its acquisition of Profound Energy Inc. by way of take-over bid for approximately $113 million. • StatoilHydro Canada Ltd., in the reorganization of the Canadian subsidiaries of StatoilHydro ASA. • Schlumberger Limited, in the formation and capitalization of a joint venture involving High Arctic Energy Services Inc. and subsequent acquisition of the majority interest therein. • Penn West Energy Trust, in its acquisition of C1 Energy Ltd. by way of take-over bid. • Rolling Thunder Exploration Ltd., in its acquisition by Action Energy Inc. by way of court-ordered plan of arrangement for approximately $60 million. • Anderson Exploration Ltd., in its acquisition of Numac Energy Inc. by take-over bid for approximately $960 million. • Canadian Natural Resources Limited, in completing $12.74-billion acquisition of a 70 percent working interest in the Athabasca Oil Sands Project and other oil sands assets. • DirectCash Payments Inc., in US$460 million acquisition by Cardtronics plc. • Gulf Canada Resources Limited, in its acquisition of Crestar Energy Inc. by take-over bid for approximately $2.3 billion. • Gulf Canada Resources Limited, in its acquisition by Conoco Inc. for approximately $9.8 billion. • PanCanadian Energy Corporation, in its $27 billion merger with Alberta Energy Company Limited to form EnCana Corporation.
Corporate Finance • Canadian Pacific Railway Company in its C$1.4 billion debt offering of notes, guaranteed by Canadian Pacific Kansas City Limited • Canadian Pacific Railway Company in its US$1.2-billion debt offering of notes, guaranteed by Canadian Pacific Kansas City Limited • North West Redwater Partnership and NWR Financing Company Ltd., in its $1.3 billion issuance of Series P Senior Bonds and Series Q Senior Bonds, led by CIBC World Markets Inc. and RBC Dominion Securities Inc. as lead agents. • 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. • Teine Energy Ltd., in a private placement of US$400-million aggregate principal amount of 6.875% senior unsecured notes due 2029. • MEG Energy Corp., in its private placement of US$600-million aggregate principal amount of 5.875% senior unsecured notes due 2029. • Canadian Natural Resources Limited, in a $800-million public offering of aggregate principal amount of medium term notes, consisting of $500-million aggregate principal amount of 1.45% notes due November 16, 2023 and $300-million aggregate principal amount of 2.50% notes due January 17, 2028. • MEG Energy Corp., in its private placement of US$1.2-billion aggregate principal amount of 7.1250% senior unsecured notes due 2027 in the United States and Canada. • Acumen Capital Finance Partners Limited, as underwriter in a $12 million offering by Unisync Corp. • Founders Advantage Capital, in its $100 million senior secured credit facility with Sagard Credit Partners. • MEG Energy Corp., in its US$750-million private placement of senior secured second lien notes. • Canadian Natural Resources Limited, in three shelf prospectus filings • Natural Gas Partners (NGP) and Riverstone Holdings, LLC, in Northern Blizzard Resources Inc.'s initial public offering and secondary offering for approximately $500 million. • MEG Energy Corp., in the $157 million secondary offering of common shares by one of its principal shareholders Warburg Pincus LLC • MEG Energy Corp., in its US$1 billion offering of 7.00% senior unsecured notes. • MEG Energy Corp., in its $400 million public bought deal common share financing and concurrent $400 million private placement common share financing. • Nexen Inc., in its offering of cumulative redeemable class A rate reset preferred shares, series 2 for aggregate gross proceeds of $200 million. • Parallel Energy Trust, in its initial public offering in the amount of $400 million. • MEG Energy Corp., in its initial public offering in the amount of $780 million. • Fort Chicago Energy Partners L.P., in its public offering of $200 million principal amount of 5.60% Senior Unsecured Notes Series 1 due July 28, 2014. • Nexen Inc., in a US$1.25 billion offering of 6.40% Notes due 2037 and US$250 million offering of 5.65% Notes due 2017. • Oncolytics Biotech Inc., in its $14 million cross-border public offering of common shares in Canada and the United States. • Laricina Energy Inc., in a $60 million private placement of common shares. • Rolling Thunder Exploration Ltd., in its initial public offering in Canada. • BA Energy Inc., in its $185 million private placement of common shares. • Acumen Capital Partners and AltaCorp Capital, in the combined primary and secondary offering of IROC Energy Services Corp. • Scotia Capital Inc., as lead underwriter, in a $68 million public offering of convertible debentures and trust units by Enterra Energy Trust. • Merrill Lynch & Co., lead to a syndicate of underwriters, in the issue and sale by Agrium Inc. of U.S. $300 million aggregate principal amount of 7.153% debentures due May 2036. • ATCO Ltd., in its $150 million public offering of cumulative redeemable preferred shares.
Shareholder Activism • Calfrac Well Services in its appearance before the Ontario Securities Commission in successfully resisting an application by Wilks Brothers, LLC to review a decision of the Toronto Stock Exchange that granted exemptive relief to Calfrac in relation to a significant recapitalization transaction. • Marquee Energy Ltd., in the defence of its proposed merger with Alberta Oilsands Inc. against challenges by Smoothwater Capital Corporation. • Special Committee of Central Fund of Canada Limited, in a shareholder meeting requisition by Sprott Asset Management • Alberta-based public company, in the successful defence of proposed meeting activism • Paramount Energy Trust, in its defence against Securities Commission challenges of its acquisition of Profound Energy Inc. by certain Profound shareholders • Rolling Thunder Exploration Ltd., in the successful opposition of a proposed exercise of dissent rights |