 Bennett Jones Education Queen's University, BSc, 1996 University of British Columbia, LLB, 1999 Bar Admissions Alberta, 2001 Overview Anu Nijhawan is a partner in and the co-Head of the Bennett Jones National Tax Group, based in the Calgary office. She provides client-centered and pro-active tax expertise to meet the needs of clients on their most complex issues. She has extensive experience advising a diverse client base on the income tax aspects of corporate and partnership reorganizations, mergers and acquisitions, debt and equity financing transactions, and resource taxation issues. Her practice encompasses all aspects of income tax issues related to international structures for Canadian-based multinational corporations, on investments by non-residents in Canada, and on structuring cross-border acquisitions, divestitures, financings, and derivative transactions. Anu's practice also includes the incorporation of tax into Environmental, Social and Governance (ESG) strategies. In addition, a significant component of Anu's tax practice is devoted to structuring tax-effective employee and executive compensation programs, including cross-border and domestic stock option plans, phantom unit plans and employee stock purchase trusts. Anu is continuously recognized as a leading corporate tax lawyer in national and international publications, including Best Lawyers in Canada, Canada Legal Lexpert Directory, Chambers Global and World Tax. Anu has authored numerous articles and presents regularly at tax seminars and conferences on a variety of tax planning topics. Throughout the course of her career, she has taken on leadership roles within the tax community, including currently serving as Chair of the Board of Governors of the Canadian Tax Foundation, Canada’s pre-eminent tax organization. Anu is also on the executive of the Joint Committee on Taxation, through which the Canadian Bar Association and the Chartered Professional Accountants of Canada interact with senior governmental officials in connection with current and proposed tax legislation. In addition to her practice, Anu is a member of the firm's Partnership Board and is involved with a variety of charitable and community organizations. ,,Anu Nijhawan is praised by clients for her 'impeccable work' and being 'instrumental on tax aspects',, Public M&A and Reorganizations • The management team and employee shareholders of Cando Rail & Terminals Ltd. in connection with AIMCo's acquisition of all of the issued and outstanding shares of Cando Rail from Torquest and the minority shareholders, and in connection with the management team's reinvestment in the go-forward enterprise. • The Patrick D. Bowlen Trust, as Canadian tax and corporate counsel, in its US$4.65-billion sale of the Denver Broncos NFL franchise to the Walton-Penner group. • Canadian Pacific Railway, in its historic US$31-billion acquisition of Kansas City Southern, which will create the first single-line rail network linking the United States, Mexico and Canada. • Cenovus Energy Inc., in its $23.6-billion acquisition of Husky Energy Inc. • Waste Connections, Inc., in an approximately $13 billion merger with Progressive Waste Solutions Ltd. • Glencore International, in its acquisition of all the outstanding shares of Viterra for approximately $6.1 billion by way of a plan of arrangement and the sale of certain assets of Viterra to each of Agrium and Richardson International for aggregate proceeds of approximately $2.6 billion. • Shore Gold Inc., in a merger with Kensington
Resources Limited by plan of arrangement to create a consolidated
diamond exploration and development company with a market
capitalization of approximately $885 million at the time of
closing. • Canadian Natural Resources Limited, in its approximately $460-million acquisition of Painted Pony Energy Ltd. • Lone Pine Resources Canada, in its acquisition of Arsenal Energy Inc. and concurrent reorganization into a Canadian public corporation, Prairie Provident Resources • Eagle Energy Trust, in its acquisition of Maple Leaf Royalties Corp. and concurrent conversion of Eagle into a publicly-traded dividend-paying corporation, Eagle Energy Inc. • TELUS Corporation in its proposed reorganization into an income trust • EnCana Corporation, which had an enterprise value of approximately US$50 billion, in its division into two independent publicly traded companies - one new EnCana Corporation, an unconventional natural gas company and the other Cenovus Energy Inc. an integrated oil company. Acquisitions and Dispositions • First Majestic Silver Corp. in its US$970-million acquisition of Gatos Silver • Heartland Generation in its C$658-million sale to TransAlta • 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. • CoolIT Systems Inc., a leading provider of scalable liquid cooling solutions, in its US$270 million acquisition by KKR. • Terravest Industries Inc. in its share acquisition of Platinum Energy Services Ltd. ("Platinum") C$4.85 million. • ATCO Ltd., through Canadian Utilities Limited, in its acquisition from DP Energy of the Barlow (27 MW) and Deerfoot (37 MW) solar projects located in Calgary, which will be the largest solar installation in a major urban centre in Western Canada. • Canadian Pacific Railway Limited in its US$31 billion acquisition of Kansas City Southern. • North West Redwater Partnership in the $480-million transfer of 50% ownership of the North West Redwater Partnership to Alberta Petroleum Marketing Commission as part of a contractual, economic and governance restructuring of the Sturgeon Refinery. • Canadian Utilities Limited, an ATCO company, in the sale of its entire Canadian fossil fuel-based electricity generation portfolio for approximately $835 million, which was completed in three stages, through the sale of its interest in the Cory project in Saskatchewan to SaskPower International Inc., a sale of its interest in the Brighton Beach project in Ontario to Ontario Power Generation Inc., and a sale of the balance of the applicable generation assets through a sale of its equity interest in ATCO Power Canada Ltd. to Heartland Generation Ltd., an affiliate of Energy Capital Partners. • Devon Canada Corporation and Devon Canada Crude Marketing Corporation, in their approx. $3.8-billion sale of substantially all of their assets to Canadian Natural Resources Limited. • Devon Energy Corp., in the sale of its 50-percent ownership interest in Access Pipeline to Wolf Midstream Inc., a portfolio company of Canada Pension Plan Investment Board, for C$1.4 billion. • ATCO Ltd., in the negotiation, structuring and other commercial matters relating to ATCO entering into a strategic alliance with Wipro including 10-year master service agreements governing the provision of IT services by Wipro to the ATCO Group of Companies valued at approximately $1.2 billion. • EOG Resources, Inc., one of the largest independent North American oil and natural gas exploration and production companies, in a divestment of all of its assets in Manitoba and certain assets in Alberta through two separate transactions for approximately US $410 million. 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 • Waste Connections in its C$500-million inaugural offering of senior notes • ATCO Power (2010) Ltd. in its restructuring and co-ownership, financing, and funding transactions related to Chiniki and Goodstoney First Nations' participation in the Deerfoot and Barlow solar projects. • 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. • Waste Connections, Inc., as Canadian counsel, in its US$600-million cross-border offering of aggregate principal amount of 2.60% senior notes due 2030 pursuant to a U.S. Shelf Registration Statement. • DIRTT Environmental Solutions Ltd., in an announced public offering of $35-million in aggregate principal amount of 6.00% convertible unsecured subordinated debentures in Canada and the United States. • Canadian Pacific Railway, in its public offering of $300-million aggregate principal amount of 3.05% notes due 2050. • Canadian Pacific Railway, in its public offering of US$500-million aggregate principal amount of 2.050% notes due 2030. • Cenovus Energy Inc., in the completion of a US$3.5 billion private offering of debt securities which are exempt from the registration requirements of the Securities Act of 1933 under Rule 144A and Regulation S and the subsequent exchange of such debt securities for debt securities registered under the Securities Act of 1933. CCAA Proceedings and Related Restructuring • The Board of Directors of Sears Canada, in Sears' CCAA proceedings, one of the largest court-supervised liquidations in Canadian history. • Sino-Forest Corporation, in the Restructuring Support Agreement between Sino-Forest and an ad hoc group of Sino-Forest's noteholders providing for a $1.8 billion restructuring pursuant to the Companies Creditors' Arrangement Act under which Sino-Forest's noteholders and other affected creditors would acquire substantially all of the assets of Sino-Forest. • Lone Pine Resources Canada Ltd. and Lone Pine Resources Inc. with a $400-million cross-border recapitalization and restructuring transaction pursuant to a plan of compromise and arrangement under the Companies' Creditors Arrangement Act (Canada) and ancillary proceedings under Chapter 15 of the United States Bankruptcy Code. Private Equity • Waterous Energy Fund in its C$1.4-billion third flagship fund formation • Park Lawn Corporation, a funeral, cremation and cemetery provider, in its C$1.2-billion going private transaction involving Viridian Acquisition. • Morgan Stanley Energy Partners, in its investment in Specialized Desanders Inc., a leading oilfield equipment company. • DirectCash Payments Inc., in its US$460 million acquisition by Cardtronics plc. • Precision Castparts Corp., in its US$560 million acquisition of Noranco from MidOcean Partners and PSP Investments. |