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William Jenkins

William (Bill) K. Jenkins, ICD.D

Partner

William (Bill) K. Jenkins, ICD.D

Partner

Calgary

D+1 403 268 6835

M+1 403 830 8351

Local time

Bill is a partner in Dentons’ Corporate, Securities and Corporate Finance, and Mergers and Acquisitions groups based in Calgary. He is an extremely experienced corporate transactional lawyer with a diverse practice, advising on the structuring and implementation of complex mergers and acquisitions, debt and equity financings, project financings and joint ventures, particularly in the energy, infrastructure and communications industries.

Bill was the presiding member of the National Partnership Board of Dentons Canada from 2009 to 2015, and participated in the formation of Dentons, serving as the first Global Vice Chair of Dentons from Canada from 2012 until the end of 2015.

Among other recognitions, Bill has received the Client Choice Award from Lexology for M&A in Canada for multiple years. Bill has also been recognized as a Global Elite Thought Leader with respect to Capital Markets (Debt and Equity) by Who’s Who Legal.

Bill represented the Canadian Bankers’ Association in Alberta for many years, and is also a former Chairman of the Securities Law section of the Canadian Bar Association in Southern Alberta. Bill is experienced in corporate governance matters and holds the ICD.D designation from the Institute of Corporate Directors.

Experience

Vermilion Energy: Advised Vermilion on the acquisition of Westbrick Energy Ltd. for CA$1.075 billion via Plan of Arrangement.
Scotia Capital Inc.: Advised a syndicate of sales agents led by Scotia Capital Inc. in connection with the aggregate CA$1.8 billion offering by Enbridge Inc. consisting of CA$600 million aggregate principal amount of 4.21% Medium Term Notes due February 22, 2030, CA$800 million aggregate principal amount of 4.73% Medium Term Notes due August 22, 2034 and CA$400 million aggregate principal amount of 5.32% Medium Term Notes due August 22, 2054.
BMO Capital Markets: Advising a syndicate of sales agents led by BMO Nesbitt Burns Inc. in Canada and BMO Capital Markets Corp. in the United States in connection with the launch of Enbridge’s CA$2.75 billion cross-border at-the-market equity issuance program, to partially fund Enbridge’s previously announced CA$19 billion acquisition of three U.S.-based natural gas utilities from Dominion Energy.
Atura Power (a subsidiary of Ontario Power Generation): Advising Atura Power in connection with its successful joint venture bid in the IESO’s Expedited Long-Term RFP process, including in relation to joint venture structuring, financing, construction and regulatory matters for a 250 megawatt battery energy storage system.
Enbridge Renewable Infrastructure Holdings S.à r.l.: Advising a wholly-owned subsidiary of Enbridge Inc., on its acquisition of a 24.45 percent interest in the German offshore wind farms Hohe See and Albatros from CPP Investment Board Europe S.à r.l., a subsidiary of Canada Pension Plan Investment Board. The transaction involved the assumption and restructuring of a German law governed project bond financing. Aggregate deal value: €625 million.
The Shaw Family Living Trust: Advised the controlling shareholder of Shaw Communications Inc. in connection with the acquisition by Rogers Communications Inc. of all of the issued and outstanding Class A Shares and Class B Shares of Shaw by way of plan of arrangement, at a valuation of approximately CA$26 billion on an enterprise-value basis. The acquisition price of $40.50 per share represented a significant premium for Shaw shareholders (approximately 70% premium to the Shaw Class B Share price) at the time the deal was announced.
Inter Pipeline Ltd.: Advising the Special Committee of the Board of Directors of Inter Pipeline Ltd. in its response to an unsolicited takeover bid by Brookfield Infrastructure Partners L.P., which involved a successful auction process that concluded with Brookfield increasing its offer to secure board support for the acquisition at a valuation of approximately CA$15 billion on an enterprise-value basis. In connection with its mandate, Dentons advised Inter Pipeline as co-counsel in its successful appearance before the Alberta Securities Commission. Winner of the Canadian Law Awards M&A Deal of the Year 2022. This matter was also awarded Commercial Litigation Case of the Year Excellence Awardee at the Canadian Law Awards 2022, and named one of Lexpert's Top 10 Business Decisions of 2021/2022.
BMO Capital Markets: Advising the agent on a project-finance style offering of approximately CA$865.2 million aggregate principal amount of fixed-rate senior secured amortizing bonds rated A(low) by DBRS Morningstar in connection with the landmark disposition by Enbridge Inc. of a minority stake in seven major pipelines to Athabasca Indigenous Investments for CA$1.12 billion – the largest Indigenous partnership in the Energy sector in North America to date.
Alberta Investment Management Corporation, Healthcare of Ontario Pension Plan and Investment Management Corporation of Ontario: Advising in their negotiation of co-investment arrangements and collective acquisition, alongside Brookfield Asset Management Inc., Sunsuper Superannuation Fund and Canada’s Public Sector Pension Investment Board, of AusNet Services Ltd. for an aggregate purchase price of approximately A$10.2 billion representing an enterprise value for AusNet of A$17.8 billion.
Canadian Natural Resources Limited: Advising in connection with the acquisition of Storm Resources Ltd. by way of a plan of arrangement.

Shaw Communications Inc.: Advising Shaw Communications Inc. on its aggregate CA$800 million dual-tranche offering of 3.30% Medium Term Notes due 2029 and 4.25% Medium Term Notes due 2049.
Investment Management Corporation of Ontario (IMCO): Advising IMCO on the sale of indirect interests in Viesgo Infraestructuras (Viesgo) to funds managed by Macquarie Infrastructure and Real Assets (MIRA) for an undisclosed amount. Viesgo is a Spanish electricity distributor and generator, serving approximately 700,000 customers through its over 30,000km distribution network and 500MW of generation capacity.
Shaw Communications Inc.: Advising this leading Canadian enhanced connectivity provider on its offering of CA$1 billion of senior notes, comprised of CA$500 million principal amount of 3.80% senior notes due 2023 and CA$500 million principal amount of 4.40% senior notes due 2028.
Enbridge Inc.: Representing Enbridge on its $1.75 billion sale of a 49 percent interest in a portfolio of renewable power assets in North America and Europe to the Canada Pension Plan Investment Board (CPPIB). The renewable portfolio includes operating solar and on- and off-shore wind projects as well as projects under development. Under the terms of the transaction, CPPIB will, though a newly-formed joint venture, fund its 49 percent share of the remaining construction capital required to complete certain wind projects scheduled to come into service in 2020 representing a total investment commitment by CPPIB of $2.25 billion.
Regulus Resources Inc.: Advising in respect to the arrangement with Sibanye Gold Ltd. to spin-out Regulus' Argentine assets to a newly created company, Aldebaran Resources Ltd., and acquire the Altar Copper gold project from Sibanye, including a US$30 million private placement financing into Aldebaran by Route One Investment Company L.P.
Noralta Lodge Ltd.: Advising on a partial tender offer for CA$56.5m of senior secured second lien notes and acting in relation to the amendment and restatement of its existing credit facility, which provided financing for the partial tender offer.
Shaw Communications Inc.: Advising Shaw Communications Inc. on its offering of CA$500 million principal amount of 2.90% Medium Term Notes due 2030.
Corus Entertainment Inc.: Advising on the financing arrangements for its CA$2.65 billion acquisition of Shaw Media Inc. and the redemption of its existing senior unsecured notes, including a CA$2.3 billion syndicated term loan and a CA$300 million revolving credit facility.
Binder Capital Corporation / Avmax Holdings Inc.: Advising this Calgary-based international aviation product and service company in respect of its sale of Avmax Group Inc. to Sunward Intelligent Equipment, a Shenzhen-listed Chinese construction equipment manufacturer. The transaction value has not been disclosed; however, Sunward has publicly announced that they will be raising CNY 2.2 billion (US$347.24 million) to fund the acquisition.
Shaw Communications Inc.: Advising on its acquisition of Wind Mobile for an enterprise value of approximately CA$1.6 billion.
Crest Energy International LLC: Advising in connection with the debt financing and acquisition of WesternZagros Resources Ltd. (having oil and gas assets in the Kurdistan Region of Iraq) by way of statutory plan of arrangement.
Shaw Communications Inc.: Advising this leading Canadian communications provider on its offering of CA$300 million principal amount of 3.15% senior notes due 2021.
Shaw Communications Inc.: Advising Shaw Communications Inc. on its filing of a short form base shelf prospectus for up to $3 billion of Debt Securities, Class B Non-Voting Participating Shares, Class 1 Preferred Shares, Class 2 Preferred Shares, Warrants, Subscription Receipts, Share Purchase Contracts and Units.
Enbridge Inc.: Advising with respect to the agreement to transfer its Canadian liquids pipelines business held by Enbridge Pipelines Inc. and Enbridge Pipelines Athabasca Inc., and certain Canadian renewable energy assets, to a subsidiary of Enbridge Income Fund for consideration, including assumption of debt, valued at CA$30.4 billion.
Shaw Communications Inc.: Advising this leading Canadian telecommunications provider on a US$480 million cross-border credit facility comprised of a US$395 million term loan and US$85 million revolving credit facility for ViaWest, Inc., Shaw's wholly-owned US provider of colocation, cloud, and managed services in North America.
Noralta Lodge: Advising in connection with its private placement offering of a CA$150 million 7.50% senior secured second lien notes due 2019, and simultaneous entry of a senior secured syndicated CA$110 million bank facility.
Enbridge Southern Lights LP and Enbridge Pipelines (Southern Lights) L.L.C.: Acting as Canadian counsel with respect to the concurrent private placements of senior unsecured notes for a combined CA$1.5 billion refinancing in connection with the Southern Lights Pipeline Project. Awarded North American Project Bond Deal of the Year 2014, IJGlobal Americas Awards.
Shaw Communications Inc.: Acting for this leading communications provider on the extension and amendment of its CA$1.0 billion senior revolving credit agreement.
Corus Entertainment Inc.: Advising in respect to the amendment and restatement of its existing syndicated credit facilities. The CA$650 million facilities include both term and revolving loans guaranteed by its operating subsidiaries.
Shaw Communications Inc.: Advising on its public offering of CA$800 million aggregate principal amount of senior unsecured notes issued in two tranches: a CA$500 million aggregate principal amount of 4.35% senior notes, and a CA$300 million aggregate principal amount of floating rate senior notes.
Confidential client: Advising indirect shareholders of Inter Pipeline Fund's general partner on the sale of the general partner in connection with Inter Pipeline's CA$340 million management internalization transaction and subsequent conversion to a corporation.
Shaw Communications Inc.: Advising on a CA$400 million senior note offering.
Corus Entertainment: Advising in connection with its offering of CA$550 million principal amount of 4.25 % senior unsecured guaranteed notes due 2020.
Addax & Oryx Group Ltd. as majority shareholder: Advising in connection with the CA$8.27 billion take-over by Sinopec International Petroleum Exploration and Production Corporation.
Liquor Stores N.A. Ltd.: Advising the underwriters on an offering by Liquor Stores N.A. Ltd. of 5.85% convertible unsecured subordinated debentures for aggregate gross proceeds of CA$67.5 million.
United Farmers of Alberta Co-operative Limited: Advising with respect to its US$65 million acquisition of certain assets of Sportsman's Warehouse, Inc.
Parkland Fuel Corporation: Counsel to the underwriters on an CA$86 million bought deal equity financing of common shares by Parkland Fuel Corporation.
Underwriters: Advising on an CA$86 million bought deal equity financing of common shares by Parkland Fuel Corporation.
Shaw Communications Inc.: Advising on its CA$300 million acquisition of Mountain Cablevision Limited.
Capital Power: Advising on financings with a combined value of CA$995 million, including US$295 million in notes issued by Capital Power U.S. Financing L.P. guaranteed by Capital Power L.P., and the amendment and restatement of Capital Power L.P.’s CA$700 million senior syndicated credit facilities.
Shaw Communications Inc.: Advising on its CA$300 million acquisition of Mountain Cablevision Limited.
Corus Entertainment Inc.: Advising on a CA$500 million senior unsecured guaranteed note offering.
Shaw Communications: Advising on a CA$900 million senior note offering.
Shaw Communications Inc.: Advising on a CA$650 million offering of 30 year notes.
Shaw Communications Inc.: Acting on a CA$1.25 billion senior note offering, one of Canada’s largest 10-year senior note offerings completed by a "BBB" rated Canadian issuer (excluding financial institutions).
Enbridge Southern Lights LP and Enbridge Pipelines (Southern Lights) LLC: Advising as Canadian counsel on the CA$1.78 billion syndicated credit facilities in connection with the Southern Lights Pipeline Project (Project Finance Deal of the Year).
Confidential client: Acting as Canadian counsel to investors in connection with a US$300 million private placement note offering by EnerMark Inc. (a subsidiary of Enerplus Resources Fund).
Barrick Gold Corporation: Acting as Alberta co-counsel on its CA$410 million acquisition of Cadence Energy.
Bronco Energy Ltd.: Advising on the completion of its CA$69.7 million prospectus offering of common shares.
Petro-Canada: Acting as Canadian counsel on a US$1.5 billion senior notes offering.
Shaw Communications Inc.: Advising on a CA$600 million senior note offering.
Enbridge Southern Lights LP and Enbridge Pipelines (Southern Lights) L.L.C.: Acting as Canadian counsel on the CA$1.78 billion syndicated credit facilities in connection with the Southern Lights Pipeline Project (Project Bond Deal of the Year 2014, IJGlobal Americas Awards).
Petro-Canada: Acting as counsel on the establishment of CA$4 billion operating credit facilities.
Addax Petroleum Corporation: Advising the underwriters in connection with a CA$450 million initial public offering and a subsequent follow-on offering of CA$402 million in subscription receipts to fund its acquisition of Pan Ocean Energy.
EPCOR Power L.P.: Advising with respect to a US$225 million private placement by subsidiary EPCOR Power (US) G.P.
Pogo Producing Co.: Advising on the CA$2 billion sale of Calgary-based Northrock Resources Ltd. to Abu Dhabi National Energy Co. (TAQA).
Shaw Communications Inc.: Advising on a CA$400 million senior note offering.
Petro-Canada: Advising in connection with the acquisition financing for its CA$3.2 billion acquisition of Veba Oil & Gas GmbH and the subsequent establishment of its CA$2 billion senior syndicated operating credit facilities.
Canadian Pacific Railway Company ("CPR"): Advising in connection with its US$815 million senior syndicated credit facility, the private placement by its subsidiary CPR Leasing Ltd. of US$145 million of its 5.41% senior secured notes secured by locomotives leased to CPR, and the issuance of US$1 billion of senior unsecured notes.
Petro-Canada: Advising in respect of its acquisition of a 60% interest in the Fort Hills Energy Limited Partnership, the entity that owns the Fort Hills oil sands project, and advised in respect of the addition of Teck Cominco as a 15% stakeholder in the same entity.
Shaw Communications: Advising in connection with issuance of CA$300 million and CA$450 million in senior notes.
Pengrowth Energy Trust: Acting as counsel to its underwriters in connection with a $526 million trust unit offering, in order to fund a significant asset acquisition.
Lenders: Advising the lenders under the CA$150 million syndicated credit facility established in favour of The Brick Group Income Fund in connection with its initial public offering.
Petro-Canada: Advising in connection with a US$600 million issuance of senior notes.
Pengrowth Energy Trust: Acting as counsel to the underwriters in connection with a $460 million trust unit offering.
Lenders: Acting as counsel to the lenders on the CA$170 million syndicated credit facility established in favour of Keyera Facilities Income Fund in connection with its initial public offering.
EPCOR Utilities Inc.: Advising in connection with its acquisition from TransCanada of all of its interest in TransCanada Power, L.P. for an aggregate purchase price of CA$529 million.
Pogo Producing Company: Advising in connection with its US$1.8 billion acquisition of Northrock Resources Ltd. (2005).
EPCOR Utilities Inc.: Advising in connection with the establishment of a joint venture with TransAlta Corporation under which, among other things, TransAlta acquired a 50% interest in EPCOR’s Genesee Phase 3 project.
Pipeline Management Inc.: Advising in connection with its acquisition of the general partner of InterPipeline Fund.
Corus Entertainment: Advising in connection with its issuance of US$375 million of 8-3/4 % senior subordinated notes pursuant to Rule 144A.
Alliance Pipeline Limited Partnership and its U.S. affiliate Alliance Pipeline LP: Advising in connection with their initial organization and CA$3.8 billion limited recourse project financing as well as in connection with their refinancing of the credit facilities through the issuance of CA$1.15 billion of senior secured notes by Alliance Pipeline Limited Partnership and US$1.5 billion of senior secured notes by Alliance Pipeline LP.

Recognition

First recognized in 2005, Bill has been commended for his extensive knowledge and experience in a variety of respected publications, including:

Chambers Global: Corporate and M&A; Banking & Finance
Chambers Canada: Corporate Commercial (Alberta)
The Legal 500 Canada: Corporate M&A; Energy and Natural Resources – Power; Banking and Finance; Capital Markets
The Best Lawyers in Canada: Mergers and Acquisitions Law; Banking and Finance Law; Corporate Law; Energy Law; Equipment Finance Law; Oil and Gas Law; Securities Law
The Canadian Legal Lexpert Directory: Banking & Financial Institutions; Corporate Commercial Law; Corporate Finance & Securities; Energy (Oil & Gas); Mergers & Acquisitions; Project Finance
Who’s Who Legal (Canada): Capital Markets; Energy; M&A; Project Finance
Who’s Who Legal (Global): Global Elite Thought Leader Capital Markets – Debt & Equity; Capital Markets – Structured Finance; Energy – Oil & Gas
The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada: Corporate Commercial Law; Banking & Financial Institutions
The Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada: Banking Law; Mergers & Acquisitions; Banking & Financial Institutions
Lexpert Special Edition – Canada’s Leading Lawyers: Corporate; Infrastructure; Energy; Finance and M&A
Thomson Reuters Stand-out Lawyer: Independently rated lawyer (formerly Acritas)
IFLR 1000: The Guide to the World’s Leading Financial Law Firms: Mergers & Acquisitions
PLC Which lawyer? Capital Markets multi-jurisdictional guide: Capital Markets - Debt and Equity
Martindale-Hubbell: BV Distinguished Peer Review Rating

Honors and Awards

Honoured by Client Choice Awards for M&A in Alberta (2016-2018) and M&A in Canada (2021-2024)
Bill has twice acted as lead counsel in connection with project financings recognized by Project Finance as the Oil & Gas Deal of the Year:

the CA$1.78 billion limited recourse credit facilities established to fund Enbridge’s Southern Lights project; and
the CA$3.8 billion limited recourse project financing of the Alliance Pipeline.

The subsequent refinancing of the Southern Lights credit facilities was also recognized as the North American Project Bond of the Year by IJGlobal Americas Awards.

In the Media

Quoted in “The Northern borders: dispelling fears about the Investment Canada Act” by Chris DiMarco, Inside Counsel, January 27, 2014
Quoted in Jeff Buckstein’s article, "Bond investors seek additional protection," The Bottom Line, May 15, 2014
Quoted in "M&A lawyers cautiously optimistic", article by Kendyl Sebesta, Law Times (January 23, 2012)

Insights

Co-author, Canada – Structured Finance & Securitisation 2015 – Getting the Deal Through, March 26, 2015
Co-author, Canada – High-Yield Debt 2016 – Getting the Deal Through, August 2, 2016
"Flexibility for ‘divcos’ in the C$ high yield market", Dentons Insight, October 21, 2014
"Recent Canadian M&A Activity Shines Spotlight on Foreign Investment Approval Regime", Global Business Magazine, August 2011

Activities and Affiliations

Member, Institute of Corporate Directors
Former counsel to the Alberta Committee of the Canadian Bankers Association
Past Chairman of the Securities Law section of the Canadian Bar Association in Southern Alberta
Represented the Canadian Bar Association on the PPSA Users Committee established by the Alberta Department of the Attorney General in connection with the introduction of the Personal Property Security Act (Alberta)
Former member of the Loan and Trust Sub-Committee of the Canadian Bar Association - Ontario, formed to review and comment on Ontario’s loan and trust legislation
Former member of the board of directors of the Canadian Association of Income Funds

Presentations

Presenter, "US private placements and developments with 'make-wholes' ", Dentons DCM Seminar, November 29, 2017
Speaker at Insight’s December 2014 program on Major Business Agreements, presented “Negotiation Strategies: Legal, Business and Ethical Considerations”
Speaker at the 10th Edition Western Canadian Securities Forum, October 2014, presented on topic of “Shareholders Rights Plans in an Age of Activism”
Presenter, Dentons Capital Markets Presents: Trends in Canadian High Yield Debt, “Canadian High Yield Debt: Covenant Packages”, June, 2014
Speaker at Infocast's Canadian Oil and Gas M&A Forum in October 2012 on the topic of Navigating the Public Auction Process
Speaker at Insight's 2011 Negotiating and Drafting Major Business Agreements, presented Pre-Negotiation and Negotiation Strategies: Legal, Business and Ethical Considerations and Practical Examples
Speaker at Insight’s 2010 Negotiating and Drafting Major Business Agreements, presented Effective Negotiation - Getting What You Want From The Deal
Speaker at the Canadian Institute's 2008 Negotiating & Drafting Key Business Agreements courses
Moderator of Panel Discussion at the Conference Board of Canada’s Corporate Counsel Forum on “The General Counsel and the Board”
Co-Chairman of The Canadian Institute’s Symposium on Adapting to Income Trust Taxation; speaker on the topics of “Fund Exit Strategies” and “Where is the Income Trust Industry Headed?”
Course Leader for Federated Press’s program on Structuring Venture Capital & Private Equity Transactions
Speaker at The Canadian Institute's 2006 Income Trust Conference on the topic of Examining the Latest Conversion Trends: Business and Structural Alternatives
Speaker at The Canadian Institute's Mergers and Acquisitions Conference on the topic of Canadian and U.S. Considerations in Cross-Border M&A Transactions
Speaker at the Canada/US Financial Reporting and Accounting Conference sponsored by Federated Press conference on Current Issues at the Securities Commissions
Co-Chair and Speaker, 9th Annual Western Canadian Securities Forum
Speaker at Insight’s Income and Royalty Trusts conference on M&A Considerations with Income Trusts
Speaker at The Canadian Institute’s Third National Summit on Income Trusts on the topic of Creating Shareholder Value: Conversion, M&As and Other Alternatives
Panelist at Infonex Corporate Governance Conference regarding Canadian response to Sarbanes-Oxley
Speaker at Insight’s Western Canadian Securities Forum on the topic of Recent Trends in Debt Finance
Panelist at the advanced seminar on project finance sponsored by the International Bar Association
Presenter, “Mortgage-Backed Securities In Canada” at Insight Canada Seminar
Speaker at the Annual Convention of the American Bar Association regarding cross-border financings
Speaker at a program sponsored by the Canadian Energy Research Institute on the corporate governance aspects of royalty trusts and income funds