Energy

OVERVIEW

A TIME OF GLOBAL CHANGE FOR THE ENERGY INDUSTRY

Worldwide, the energy industry has entered a period of unprecedented development. Driven by rising demand in virtually every country in the world, as well as by the need to replace or upgrade aging generation plants and transmission and distribution systems, both industry participants and government policy makers are more active than ever before.

Mounting concerns about security and the availability of supply in North America are leading to major increases in oil and gas exploration, the development of renewable generation and a renewed interest in nuclear power.

Continental supply mix concerns are growing more predominant. Renewable power generation will continue to increase its share of the supply mix. The balance between generation types will continue to be explored as regions within North America search for the optimum generation mix.

Environmental and long-term supply concerns have led to massive spending on the development of alternative energy technologies, systems and services — ranging from fuel cells and photovoltaics to distributed generation.

In recent years, competitive electricity markets have been introduced in many countries, such as the United States, Britain, the Nordic nations, Australia and Canada. Many of these jurisdictions continue to struggle with market and regulatory framework.

Members of the Gowlings Energy Group have been at the forefront of all these major developments.

We have been intimately involved in the implementation of new electricity markets; the development of alternative energy technology and systems; the launch of oil and gas exploration and delivery projects; the development of the renewable generation sector; the renewal of the nuclear sector; the advent of demand side initiatives and the restructuring of the energy industry Canada-wide.

It’s experience you can trust as you strive to excel in this constantly changing competitive environment.

THE GOWLINGS TEAM

The Gowlings Energy Group has the capability to service energy clients across North America.

While the Gowlings Energy Group focuses on the energy industry, the firm is able to provide the wide range of legal services you require. Our breadth of experience and depth of knowledge makes Gowlings lawyers trusted advisors to senior executives in the energy industry.

Taking time to understand our clients businesses and share in the risk is a hallmark of Gowlings’ commitment to our clients. Gowlings Energy Group’s client commitment can be summed up as C3 — Completely Client Centric.

By combining our hands-on industry involvement with proven professional experience across the energy sector, Gowlings Energy Group is powered up to serve your unique needs.

GOWLINGS ENERGY GROUP HAS EXTENSIVE EXPERIENCE WORKING FOR CLIENTS IN:

• The transmission, distribution, marketing and retailing of electricity, oil and gas
• The generation of power employing nuclear, fossil fuels and renewables such as biomass, solar, water and wind
• The development of alternative energy technologies, systems and services
• The manufacturing of energy generation equipment
• Environmental assessments — provincial and federal
• The financing of distribution, transmission and generation of energy
• Demand-side management, demand response and other energy efficiency initiatives
• Contracting for the supply of electricity and gas, including the use of commodity and financial derivatives

AT THE FOREFRONT OF CHANGE

Gowlings Energy Group has played a central role in some of the most significant energy industry transactions and litigation in recent memory.

For example:

• The first acquisition of control of a nuclear power plant in Canadian history
• The restart of two units of a nuclear power plant
• The development of major generating facilities
• Foreign utilities’ diversification initiatives
• Mergers and acquisitions — both domestic and international
• Municipal utility restructuring — advising local governments, municipal electric utilities and larger investor funds on the reorganization, licensing, financing, purchase and sale of distribution assets in Ontario
• Regulatory proceedings for rates applications (natural gas and electricity), gas commodity sales, licensing, policy and corporate restructuring
• Development and launch of funds established to invest in energy projects

DEPTH OF EXPERIENCE IN THE PURCHASE AND SALE OF ENERGY

Gowlings has deep experience in the negotiation and preparation of commodity purchase agreements for both the electricity and gas sectors, including the use of derivatives. Our energy team has the skills and experience to act effectively for both buyers and sellers. In addition, we have worked extensively with generating companies, plus industrial, commercial and institutional consumers.

REGULATORY REPRESENTATION

The Gowlings Energy Group also has many years of experience representing clients before both federal and provincial regulatory agencies. Our regulatory work has involved everything from distribution rate cases, to the licensing of power generators, to the approval of energy exports and proceedings for natural gas and electricity restructuring.

RENEWABLES

Concerns about power generation supply mix grows. The Gowlings Energy Group understands the renewables niche market and its importance to the supply mix. We have extensive experience in renewable generation such as wind, water, biomass and solar generation. The Gowlings Energy Group will be with you every step of the way, from project conception to commissioning and beyond.

NUCLEAR

Gowlings knows nuclear. Our lawyers acted on the first acquisition for control of a nuclear power plant in Canadian history and on the restart and refurbishment of four units at a major nuclear power plant. Our experience covers the breadth of skills required to make deals in the nuclear sector a reality. Project finance, commodity pricing, real estate, environmental, construction, service and supply agreements, partnership agreements, corporate restructuring and tax, Gowlings professionals have you covered.

CONSTRUCTION OF POWER PLANTS

Gowlings has experience in the development and refurbishment of generation plants involving a full range of fuel sources, including nuclear, gas, water, solar, biomass and wind.

RECOGNIZED LEADERSHIP AND UNRIVALED EXPERTISE

The Gowlings Energy Group is a recognized leader in the energy field. We have successfully managed a host of significant and complex transactions, both domestic and international. Members of our team are regularly key advisors to government on energy policy and play leadership roles in energy industry associations. Our lawyers have served in several prominent roles, including President of the Association of Power Producers of Ontario, Chair of BC Hydro, Chair of the Stakeholders Alliance and as President of a major equipment manufacturing company. Our lawyers also serve on the Board of Directors for many prominent companies.

In addition, Gowlings’ lawyers have served as members of task forces that have helped to shape the electricity industry in both Canada and the United States. Members of our legal team have served on the Ontario Government’s Electricity Conservation and Supply Task Force and as a representative of Canada on the Electric System Working Group of the U.S.- Canada Task Force which investigated the massive August 2003 Power Blackout.

REPRESENTATIVE TRANSACTIONS

• Nuclear generation acquisition – the acquisition of Ontario Power Generation Inc.’s assets at the Bruce Nuclear Generating Station
• International joint venture negotiations – the arbitration and renegotiation of joint venture arrangements on behalf of a Scandinavian Hydro company relating to pipeline projects in Ukraine
• Mergers and acquisitions – acting for a large French energy conglomerate in the merger of Canadian uranium assets with a Canadian public company; acting for a major gas trading company in the acquisition of the gas marketing and trading assets of a major Canadian pipeline
• Project and construction financing – representing banks and financial institutions on the financing of co-generation facilities across Canada
• Conversion of major generating facilities – negotiating the terms for a conversion and co-generation project involving a major thermal generating station owned by a provincial utility in Atlantic Canada
• Electricity export – appearing for a provincial energy minister on applications involving the export of electricity from Ontario and Québec; acting for various parties in other power exports from New Brunswick to British Columbia
• Oil and Gas export – acting for various producers, purchasers and others on many applications to remove gas from Alberta and British Columbia and export gas and crude oil from Canada
• Pipeline rates and tolls – appearing for various associations, producers, traders and governments on applications involving the rates and tolls of TransCanada Pipeline Limited, Westcoast Energy Inc. (now Duke Energy Gas Transmission Canada), Foothills Pipelines Limited, TransQuébec and Maritimes Inc., Enbridge Inc., Pembina Pipeline Corporation and NOVA Gas Transmission Limited
• Transmission and distribution rates – representing various parties at rate hearings for transmission and distribution of power in Ontario and Alberta
• Power and gas rates - counsel to various provincial energy boards and other parties on rate hearings for major gas distribution companies and electrical transmission and distribution companies across Canada
• Facilities application – acting on behalf of various applicants and interveners for the construction and operation of pipelines, gas processing facilities and electrical generation and transmission facilities in various parts of the country including Québec, Ontario, Alberta and British Columbia
• Municipal utility restructuring – advising local governments and municipal electric commissions on the restructuring and corporatization of municipal electric utilities in Ontario
• Municipal utility general counsel – counsel to one of Canada’s oldest privately owned municipal utilities

For further information, please contact:

National Group Leader
David J. McFadden QC
david.mcfadden@gowlings.com
(416) 369-7243