Oil and Gas

Our Group

Miller Thomson’s Oil and Gas Industry Group draws on its diverse experience and broad legal expertise to provide a full range of services to clients, which include government agencies, large and small public and private independent explorers, and producers, shippers, suppliers and large multinationals with local, national and international operations.

Our Services

The following describe services we provide to our oil and gas clients:

Transactions

• Asset Acquisitions, Divestitures and Exchanges
• Share Purchase and Sales, Mergers and Arrangements
• Competition Act Compliance and Filings
• Investment Canada Act Compliance and Filings
• Joint Ventures
• Partnerships
• Sale/Lease Back Arrangements
• Farmouts
• Gathering, Processing and Transportation Agreements
• Gas Storage Agreements
• Poolings and Unitizations
• Royalty, Net Profit and Carried Interest Agreements
• Product Sale and Swap Marketing Agreements
• Routine and Innovative Debt Financings
• Title and Other Due Diligence Reviews
• Rectification of Title Deficiencies

Operations

• Mineral Leases
• Routine and Innovative Joint Operating Agreements
• Construction, Ownership and Operating Agreements
• Contract Operating Agreements
• Project Management Contracts
• Rig Sharing Agreements
• Fuel Supply Contracts
• Surface Leases, Easements and Other Surface Documentation

Tax

• Planning with respect to divestitures, acquisitions, mergers, corporate restructuring, tax deferred transactions, flow‑through share offerings and alternate organizational structures and business combinations
• Advocacy respecting tax matters, including income tax, GST, property tax, customs and commodity tax

Corporate Finance

• Brokered and Non‑Brokered 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

• Experience before a variety of boards and regulatory agencies, including:
  • National Energy Board
  • Competition Bureau
  • Industry Canada (Investment Canada)
  • Alberta Energy Resources Conservation Board
  • Alberta Utilities Commission
  • Alberta Surface Rights Board
  • Ontario Energy Board
  • Ontario Municipal Board
  • Québec Energy Board
  • Québec Agricultural Lands Protection Commission
  • British Columbia Utilities Commission
  • British Columbia Oil and Gas Commission
  • British Columbia Environmental Assessment Office and Appeal Board
  • Yukon Utilities Board
  • Yukon Environmental and Socio-Economic Assessment Board
• Permits and Approvals
• Tariffs
• Compliance
• Legislative and Regulatory Drafting and Review

Environmental

• Due Diligence Review
• Permits and Approvals
• Environmental Compliance and Management, including contaminated well sites
• Incident Reporting and Compliance
• Remediation
• Defence of Environmental Prosecutions
• Litigation
• Legislative and Regulatory Review

Litigation

• Litigation at all levels, trial and appellate, across the country
• Alternative Dispute Resolution, including mediation and arbitration

Aboriginal

• Consultation
• Impact Benefit and Related Agreements, including scholarships and training programs
• Treaty Land Entitlement Matters, including conversion of Crown dispositions from provincial to federal jurisdictions
• First Nation Joint Ventures and Memoranda of Understanding
• General Corporate and Commercial Arrangements

Our Experience

Representing clients that range from small independent producers to multi‑nationals, our experience extends across:

• Canada, including Western Canada and the Alberta Oil Sands, the East Coast offshore, the North, Ontario, Québec, New Brunswick and onshore Newfoundland
• The United States, including Montana, North Dakota, Colorado, Utah, Michigan, Kansas, Missouri, Kentucky, Texas, Washington, Oregon and California
• Globally, including the United Kingdom and Europe, South America, the Middle East, Africa and Asia

Representative Work

• Significant matters in which we have been involved include:
• Served as independent counsel to the board of directors of an integrated oil sands corporation and its special committee for a transaction worth more than $735 million
• Acted for a private exploration and production company in a series of sales through which it disposed of most its Canadian oil and gas properties for proceeds in excess of $1 billion
• Assisted an oil sands client in amending the terms of older oil sands agreements
• Negotiated various purchase and joint venture arrangements for a U.K.-based client in several American states
• Negotiated offshore and onshore Newfoundland farmout and operating arrangements for a Newfoundland-based client
• Negotiated confidentiality agreements and technology licenses for a supplier of technology to major international natural gas and LNG projects
• Negotiated a joint venture and participation arrangement and a farmout agreement for a Québec-based client involving Québec mineral interests
• Assisted with the documentation related to the purchase and conversion of a depleted reservoir to a gas storage facility
• Acted as co‑counsel on a major breach of confidence lawsuit involving confidential well test data
• 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
• Advised a B.C. Crown Corporation with respect to coal bed methane issues
• Acted as counsel to and advised 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
• Assisted a First Nation in negotiating 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 more than $400 million
• Acted for a European-based client regarding their financing and joint venture interests in a $250 million Middle East drilling contract
• Advised several clients with respect to receivables recovery and insolvent debtors
• 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 and 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 various lenders and borrowers in both conventional and unconventional Canadian and U.S. oil and gas and facilities debt financing transactions
• 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
• Negotiated a joint venture for the provision of oilfield services in Persian Gulf countries
• Negotiated farmout and joint operating agreements related to North Sea assets and the related financing arrangement
• Negotiated farmout and joint operating agreements related to South American assets
• 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 in an action involving a contested independent operations notice relating to an alleged title preserving well
• Acted on the financial reorganization of an oilfield services company
• Negotiated technology licencing agreements for an oilfield services company
• Negotiated supply and service contracts for the provision of oilfield services in Russia
• Reviewed contracts for the production and sale of petroleum in Russia
• Negotiated financing and long-term service agreements for drilling and service rigs
• Acted for an airport authority regarding fuel supply and pipeline matters