Ross A. Bentley
Partner | Calgary
Calgary: 403-260-9720

Ross practises securities and corporate law with a focus on domestic and cross-border corporate finance and merger and acquisition transactions. He has extensive experience in a wide variety of equity and fixed-income offerings, including offerings of investment grade, subordinated, and high-yield debt. He also assists issuers in establishing shelf financing programs both for domestic offerings as well as cross-border offerings under the Canada/U.S. multi-jurisdictional offering system.

Ross has acted for issuers, underwriters and selling shareholders on offerings involving issuers in the airline, pipeline and energy infrastructure, agribusiness, oil and gas services, oil and gas exploration, chartered banking and railroad sectors. As counsel to both acquirors and targets, he has acted on a number of domestic and cross-border take-over bids, plans of arrangement and mergers and has acted for several issuers on high profile proxy contests. He also regularly advises issuers in connection with corporate governance requirements, continuous disclosure obligations, stock exchange matters and general corporate matters.

SELECT EXPERIENCE

Examples of recent transactions include advising:

Mergers & Acquisitions

  • Cenovus Energy Inc. on its proposed C$17.7-billion acquisition of assets from ConocoPhillips
  • Agrium Inc. on its proposed US$38-billion merger of equals with Potash Corporation of Saskatchewan Inc.
  • TransCanada Corporation on its US$13-billion acquisition of Columbia Pipeline Group Inc.
  • Trican Well Service Ltd. on the sale of its U.S. pressure pumping business to Keane Group Holdings, LLC for US$200-million plus an equity interest in Keane
  • Cenovus Energy Inc. on the sale of its wholly-owned subsidiary Heritage Royalty Limited Partnership to Ontario Teachers' Pension Plan for C$3.3-billion
  • Nexen Inc. in connection with its C$15.1-billion acquisition by CNOOC Limited
  • SilverBirch Energy Corporation on the C$435-million acquisition of SilverBirch by Teck Resources Limited and concurrent spin-out of SilverWillow Energy Corporation
  • The Forzani Group Ltd. on its C$771-million acquisition by Canadian Tire Corporation, Limited
  • UTS Energy Corporation on the C$1.5-billion acquisition of UTS by TOTAL S.A. and concurrent spin-out of SilverBirch Energy Corporation

Activism

  • Agrium Inc. on its successful proxy contest with dissident shareholder JANA Partners LLC
  • The Forzani Group Ltd. on its successful proxy contest with dissident shareholders Crescendo Investments II, LLC and Crescendo Investments III, LLC

Financing

  • Cenovus Energy Inc. on its C$3-billion offering of common shares in connection with the proposed acquisition of assets from ConocoPhillips
  • TransCanada Corporation on its C$4.4-billion offering of subscription receipts in connection with the acquisition of Columbia Pipeline Group Inc. (the largest bought deal offering in Canadian history)
  • TransCanada Corporation and its subsidiaries on over $20.2-billion of other financing transactions comprised of offerings of C$2.8-billion of preferred shares in aggregate, offerings of US$9-billion of senior notes in aggregate, offerings of C$3.65-billion of medium term notes in aggregate, offerings of US$1.95-billion of subordinated trust notes in aggregate and an offering of C$3.5-billion in common shares
  • Agrium Inc. on over $6.5-billion of financing transactions comprised of offerings of US$5.3-billion of senior notes in aggregate and an offering of C$1.375-billion of common shares
  • WestJet Airlines Ltd. on its private placement offerings of C$400-million and US$400-million of senior unsecured notes
  • The underwriters on the secondary offering of US$1.39-billion of common shares of Canadian Pacific Railway Limited
AWARDS & RECOGNITION

Ross has been recognized as a leading lawyer in the following publications:

  • IFLR1000: The Guide to the World's Leading Financial Law Firms - 2018 Edition (M&A)

  • The Best Lawyers in Canada 2018 (Corporate Law; Leveraged Buyouts and Private Equity Law; Mergers & Acquisitions Law; Securities Law)

  • Chambers Canada: Canada's Leading Lawyers for Business 2018 (Corporate/Commercial)

  • The Legal 500 Canada 2018 (Capital Markets, Corporate and M&A and Energy: Oil & Gas)

  • The 2017 Lexpert Guide to the Leading US/Canada Cross-border Corporate Lawyers in Canada (Corporate Finance & Securities; Mergers & Acquisitions)

  • Who’s Who Legal: M&A and Governance 2017

  • The Canadian Legal Lexpert Directory 2017 (Corporate Finance & Securities, Corporate Commercial and Mergers & Acquisitions)

  • The 2017 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada (Corporate Finance & Securities Law; Mergers & Acquisitions)

  • Chambers Global: The World's Leading Lawyers for Business 2017 (Corporate/M&A)

  • Best Lawyers' 2016 and 2018 Securities law "Lawyer of the Year" (Calgary)

  • Acritas Stars 2016: Independently Rated Lawyers (Nominated as a stand-out lawyer by senior in-house counsel)

PUBLICATIONS
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Blakes Bulletin on Litigation & Dispute Resolution, November 30, 2016
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