Kirk Lamb
Partner
Experience
Kirk's focus is on:
Advising Canadian and foreign public, widely-held private, closely-held private, owner-manager, and private equity corporations, partnerships, trusts, mutual fund trusts and joint ventures in respect of the following areas:
Mergers, acquisitions, and reorganizations
- Asset, equity and debt purchase and sale transactions
- Consideration consisting of cash, equity, debt, preferred securities, options and warrants, exchangeable securities, convertible securities, contingent value rights, and deferred/conditional/earnout structures
- Arrangement agreements and plans of arrangement, takeover bids, exempt takeover bids, pre-acquisition agreements, share purchase and sales, partnership interest purchase and sales, trust unit purchase and sales, asset purchase and sales, hybrid purchase and sales, amalgamation agreements
- Pre- and post-closing transactions, corporate/partnership consolidation, asset transfers and consolidation, pre-closing asset packaging and sale transactions, post-closing asset packaging and sale transactions, pre-closing spinouts of exploratory, early stage and established business segments
Corporate and project finance
- Equity lines of credit
- Preferred return and "waterfall" structures
- Investments in shares, partnership interest, trust units, notes, debentures, subscription receipts, units, options and warrants, deposit receipts
- Bank, public and private debt financing
- Inbound and outbound financing
- Inbound and outbound business expansion
Business entity formation and structuring
- Corporations, partnerships, trusts, joint ventures
- Equity, debt, preferred securities, purchase rights, exchangeable securities, convertible securities
- Share class structures, partnership unit structures, partnership agreements, unanimous shareholder agreements, trust indentures, joint venture agreements, option agreements
Employment and employment compensation benefits arrangements
- Stock option plans
- Restricted and performance share unit plans
- Performance shares
- Performance warrants
- Stock appreciation rights
- Phantom share unit plans
- Cash bonus plans (deferred and current)
- Profit sharing plans
- Employee share purchase plans (treasury- and market-based plans)
- Retirement compensation arrangements
- Employee benefit plans
- Employee share trusts
Tax due diligence
- Corporate history
- Tax compliance status
- Tax payment status
- Audits, reassessments, reviews, investigations, information request letters
- Tax returns, assessments, elections, and other filings
- Organizational minute/record books
- Distributions and shareholder returns
- Debt financing arrangements
- Closing books relating to material transactions
- Acquisitions of control
- Internal memos and opinions
- Tax accounts, attributes, and pools
- Material contracts
- Shareholder voting and trust agreements
- Employment compensation arrangements
Professional involvement
Professional associations
- Member, Law Society of Alberta
- Member, Canadian Bar Association
- Member, Calgary Bar Association
Representative work
Sale of Blackspur
Counsel to Calima Energy on the sale of Blackspur Oil Corp. to Astara Energy ($75 million).
Acquisition of Summerland Energy
Counsel to Clear North on its acquisition of Summerland Energy ($69 million).
Sale of Cor4 Oil Corp.to International Petroleum Corp.
Counsel to private equity on the sale of Cor4 Oil Corp.to International Petroleum Corp. ($84 million)
Storm Development acquisition from ARC Resources
Counsel to Storm Development on its acquisition of assets from ARC Resources ($60 million).
Brokered private placement of oil and gas company
Counsel to new oil and gas company on the management and brokered private placement ($185 million).
International oil and gas company trade of common shares
Counsel to private international oil and gas company on a secondary market block trade of common shares ($145 million).
Private oil and gas operator pipeline development
Counsel to private oil and gas operator in respect of pipeline development, transportation services and financing joint venture with private equity and debt financier ($100 million).
Certarus acquisition by Superior Plus
Counsel to Certarus on its acquisition by Superior Plus ($1.5 billion)
Durham Creek acquisition by Lycos Energy
Counsel to Durham Creek on its acquisition by Lycos Energy ($32.5 million)
AltaGas acquisition of assets from Tidewater Midstream
Counsel to AltaGas on its acquisition of pipestone assets and partnership from Tidewater Midstream and Infrastructure ($650 million)
Peyto Exploration $201 million financing
Counsel to Peyto Exploration bought-deal subscription receipt equity financing ($201 million)
Peyto Exploration $600 million acquisition
Counsel to Peyto Exploration on its acquisition of Repsol Canada assets and partnership ($600 million)
Private energy transition company $20 million financing
Counsel to private energy transition company on its foreign-private equity financing ($20 million)
Coelacanth Energy $80 million financing
Counsel to Underwriters on the Coelacanth Energy bought-deal unit (shares and warrants) financing ($80 million)
Sale of assets to public company
Counsel to private oil and gas company on sale of assets to public company ($34 million)
Buyout of minority shareholder
Counsel to private manufacturing and agricultural company in its reorganization and management buyout of minority shareholder ($19 million)
$50 million equity line of credit financing
Counsel to US private equity investor in its equity line of credit financing of new oil and gas exploration and development company ($50 million)
Trade of public agriculture manufacturing company
Counsel to public agriculture manufacturing company on the secondary trade by foreign investor of >90% of the shares of the company ($60 million)
Private company reorganization and consolidation
Counsel to public company on its internal reorganization and consolidation ($6.7 billion)
$80 million memorandum financing
Counsel to private real estate mutual fund trust on its offering memorandum financing ($80 million)
Sale of Boulder Energy
Counsel to West Lake on the sale of its wholly owned subsidiary, Boulder Energy, to Highwood Asset Management ($98 million)
$75 million private acquisition
Counsel to private company on its acquisition of a private company ($75 million)
Rolling Hills acquisition by Tamarack Valley
Counsel to Rolling Hills in its acquisition by Tamarack Valley ($160 million).
Public company internal reorganization and consolidation
Counsel to public company on its internal reorganization and consolidation ($700 million).
Acquisition of private limited partnership
Counsel to public oil and gas company on its acquisition of private limited partnership ($14 million).
Peyto Exploration acquisition of Birchill Canada
Counsel to Peyto on its acquisition of Birchill Canada ($22 million).
Topaz Energy acquisition of Keystone Royalty Corp.
Counsel to Topaz on its acquisition of Keystone Royalty Corp. ($80 million).
Acquisition of Glenogle Energy
Counsel to Astara Energy on its acquisition of Glenogle Energy ($25 million).
Acquisition of Amicus Petroleum
Counsel to private company on its acquisition of Amicus Petroleum ($37 million).
Financing of new private company
Counsel to new private company on its private equity, management and arm's length financing ($185 million).
Sale of Crestwynd Exploration sale to Tamarack Valley
Counsel to Crestwynd Exploration on its sale to Tamarack Valley ($185 million).
DIALOG Group Berhad acquisition of Pan Orient Energy
Counsel to DIALOG Group Berhad on its acquisition of Pan Orient Energy ($50 million).
Whitecap acquisition of XTO Energy
Counsel to Whitecap on its acquisition of XTO Energy ($1.9 billion).
InPlay Oil Corp.'s Acquisition of Prairie Storm
Counsel to InPlay Oil Corp. in its acquisition of Prairie Storm Resources Corp. and concurrent bought deal public offering of subscription receipts of InPlay ($50 million).
AgJunction Inc. sale to Kubota Canada Ltd.
Counsel to AgJuncation in its $91 million sale to Kubota Canada Ltd., a subsidiary of Kubota Corporation of Japan, by way of a Plan of Arrangement
$160 million sale of Astra Oil
Counsel to Astra Oil on its acquisition by Surge Energy ($160 million).
Kicking Horse Oil & Gas Ltd.'s $354 million acquisition by Whitecap Resources Inc
Counsel to Kicking Horse on its acquisition by Whitecap Resources ($354 million)
Woodcote Petroleum acquisition by Tamarack Valley
Counsel to Woodcote Petroleum on its acquisition by Tamarack Valley ($43 million)
Spartan Delta acquisition of Velvet Energy
Counsel to Velvet Energy on its acquisition by Spartan Delta ($752 million).
Sale of entities to Topaz Energy Corp.
Lead counsel for Reserve Royalty Management Inc. and Reserve Royalty Management Inc. in the negotiation, execution and closing of an agreement to sell all issued and outstanding units of Reserve Royalty Commercial Trust and related entities to Topaz Energy Corp. for approximately $26 million, payable through the issuance of 1,794,886 Topaz shares.
Sale of Woodcote Oil Corp.
Counsel to Woodcote Oil Corp. on its acquisition by Tamarack Valley ($49 million).
$25 million equity line of credit financing
Counsel to new private oil and gas company on its private equity and management equity line of credit financing ($25 million).
Publications
March 24, 2020