William G. Gilliland | Fraser Milner Casgrain LLP

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William G. Gilliland LL.B., B.A. (Hons.), Partner

Bill is a member of the firm’s Capital Markets Practice Group. Bill advises public and private company buyers, sellers and target companies on numerous merger and acquisition transactions, primarily in the power, oil and gas, and other resource sectors, both in Canada and internationally. Bill’s practice also involves energy companies on transaction and project work.

Bill acts for public companies and underwriters on public and private financings, including cross-border Canada-U.S. offerings and secondary offerings and unique preferred share structures. Bill has worked with board special committees on strategic transactions and has advised numerous public company boards of directors on governance and decision-making issues.

Bill lived and worked in Russia and Kazakhstan for five years where he learned Russian and advised clients on joint ventures, acquisitions and structured/syndicating financing and lending transactions in the natural resource sectors in Russia, Kazakhstan and Azerbaijan, including the Caspian Sea offshore.

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Bill is a member of the firm’s Capital Markets practice group, specializing in public and private company buyers, sellers and target companies on numerous merger and acquisition transactions, primarily in the oil, gas, mining and other resource sectors, both in Canada and internationally.

Representative Work

Counsel to Capital Power with respect to EPCOR Utilities' sale of 9,200,000 common shares of Capital Power for gross proceeds to EPCOR of $224.48 million

Counsel to Capital Power Income L.P. on its $1.1 billion acquisition by Atlantic Power Corporation

Counsel to Capital Power and special counsel to Capital Power Income L.P. on the $1.1 billion sale of Capital Power Income L.P. to Atlantic Power Corporation

Counsel to Capital Power on a $230 million secondary offering on common shares by EPCOR Utilities

Counsel to Capital Power on a $230 million offering of comment shares

Counsel to Capital Power on a $200 million offering of comment shares

Counsel to Capital Power on a $300 million offering of medium term note debentures

Counsel to a syndicate of dealers, led by CIBC, on a $125 million public offering of medium-term note debentures by FortisAlberta Inc.

Counsel to a syndicate of underwriters led by CIBC World Markets on a $75 convertible debenture financing by Superior Plus Corp

Counsel to Capital Power U.S. Financing LP on a private placement offering of US$295 million of long-term senior unsecured notes

Counsel to Capital Power on a $200 million secondary offering of common shares by EPCOR Utilities

Counsel to Capital Power on a $125 million offering of preferred shares

Counsel to Capital Power on a $300 million offering of medium term note debentures

Counsel to Capital Power Corporation on acquisition of Island Co-Generation Power facility

Counsel to a syndicate of underwriters led by National Bank Financial Inc. and CIBC World Markets on a $150 million convertible debenture financing by Superior Plus Corp.

Counsel to a syndicate of underwriters led by TD Securities and CIBC World Markets on a $150 million convertible debenture financing by Superior Plus Corp.

Counsel to a syndicate of dealers, led by TD Securities Inc., on a $100 million public offering of medium-term note debentures by FortisAlberta Inc.

Counsel to a syndicate of dealers under FortisAlberta Inc.’s medium term note program

Represented numerous foreign investors on acquisitions of public and private Canadian businesses

Act as corporate secretary to numerous public companies

Represent various trust companies on corporate trust matters, including income trust conversions and corporatization transactions

Represented boards and independent committees on strategic transactions

Represented shareholders in disputed plans of arrangement

Represent various agents in oil and gas and mining public and private offerings

Represented private equity fund in initial fund establishment and fund raising

Represent public oil and gas company on international offshore oil and gas joint venture and production sharing agreement

Represent public mining companies on public and private equity offerings

Represent public mining company on international projects

Represent public mining company on joint-venture negotiations

Represented various underwriters on numerous income trust and royalty trust equity and debt offerings

Represented major U.S. company in $300 million takeover bid for NQL Energy Services

Represented EPCOR on $530 million acquisition of interest in EPCOR Power LP

Represented EPCOR Power LP on $500 million acquisition of private U.S. power company

Advising public companies on structuring and entering into oil and gas joint ventures in Kazakhstan

Advising western companies on the acquisition and transfer of oil and gas rights through asset and corporate acquisitions

Advising on oil and gas title reviews

Advising western oil and gas service companies on licensing, joint venture and operational matters in Kazakhstan

Advising western banks and export credit organizations on credit arrangements with Kazakhstan banks and counterparties

Advising a western service company on offshore operations

Advising a Canadian public company on entering into a production sharing agreement for offshore development

Advising a Canadian public company in connection with a dispute over ownership of resource rights in Kazakhstan

Advising western underwriters and banks on financing oil and gas and resource projects in Kazakhstan, including underwriters in connection with an early financing of the development of the Kumkol fields, royalty structures and security arrangements

Advising numerous clients on general corporate/commercial matters in Kazakhstan, including Corporate acquisitions, employment contracts, currency laws, corporate structure, reorganizations and licensing of business ventures

Publications

"Proposed National Instrument 51-103: CSA Proposes to Simplify Venture Issuer Regulation", Focus on Securities | Corporate Finance, September 2011

"Amendments to Oil and Gas Disclosure Rules", Focus on Securities Law, November 2007

Focus on Northern Oil and Gas: Oil and Gas Exploration Licences on Frontier Lands in Canada's North

Focus on Securities: New Standards of Disclosure for Oil & Gas Activities National Instrument 51 - 101 ("NI 51 - 101")

Editor FMC's Oh Canada newsletter

Teaching Roles

Instructor of Business Acquisitions, Bar Admission Course, Law Society of Alberta

Lectured pertaining to corporate/commercial and natural resources law in Russia and Kazakhstan, including the Caspian Sea offshore

Prior Speaking Engagements

Upcoming Conference Speaker, "Valuations and Deal Structures", Federated Press - 15th M&A Valuation for CFOs Course - Calgary, November 5 & 6, 2012

Conference Speaker, "Negotiating Major Business Agreements", Federated Press - 11^th General Counsel's Role in Maximizing Corporate Performance - Calgary, March 12-13, 2012

Conference Co-Chair and Conference Speaker, "Pre-Transaction and Early Stage Agreements: Confidentiality Agreements, Letters of Intent, and Non-Competition Agreement", Insight Information - 2012 Negotiating and Drafting Major Business Agreements - Calgary, January 2012

Presenter, FMC Breakfast Seminar, "Recent Developments in Mergers and Acquisitions", December 2011

Conference Speaker, "Executing the Necessities of M&A Practice and Satisfying the Agreement", Canadian Institute, Intensive Course in Securities Law and Practice - Calgary, November 2011

Conference Speaker, "Changing Roles and Responsibilities of Audit Committees", Federated Press, 14^th Best Practices for Audit Committee Effectiveness - Calgary, November 2011

Presenter, FMC Breakfast Seminar, “Recent Developments in Mergers and Acquisitions”, September 2011

Presenter, FMC Breakfast Seminar, “Recent Developments in Mergers and Acquisitions”, April 2011

Course Leader and Co-Lecturer, "Increased Monitoring of Company Directors", Federated Press, 9^th Reinventing the Corporate Secretary - Calgary, April 2011

Conference Co-Chair and Conference Speaker, "Making the Most of Early Stage and Pre-Transaction Agreements", Insight Information - 2011 Negotiating and Drafting Major Business Agreements - Calgary, January 2011

Presenter, FMC Client Seminar, “Going International for Canadian Oil and Gas Companies”, November 2010

Presenter, FMC M&A Breakfast Seminar, “M&A Update”, September 2010

Conference Co-Chair and Conference Speaker, "Making the Most of Early Stage and Pre-Transaction Agreements," Insight Information - 2010 Negotiating and Drafting Major Business Agreements - Calgary, January 2010

Chair and Conference Speaker, "Changing Roles and Responsibilities of Audit Committees," Federated Press, 9^th Best Practices for Audit Committee Effectiveness - Calgary, November, 2009

Conference Speaker, "Avoiding Frostbite: A Survival Guide to Canadian Cross-Border Energy Transactions," Association of Corporate Counsel Houston Chapter Seminar - Houston, Texas, October, 2009

Conference Speaker, "Bridging the Gap Between Legal and Finance," Federated Press – 8^th M&A Valuation for CFOs Course, June 2009

Presenter, FMC Client Seminars, "Going International," June 2009

Presenter, FMC Breakfast Seminar: "Leverage Your Business in a Downturn: Acquiring for Growth," Calgary, April 2009

Presenter, FMC M&A Breakfast Seminar: "Defensible M&A Options in a Downturn," Calgary, April 2009

Conference Speaker at "Expanding the Business - Mergers and Acquisitions" at Legal Education Society of Alberta's Business Law Boot Camp Conference in Calgary and Edmonton, February 2009

Presenter, FMC Client Seminars, "Special Purpose Acquisition Corporations (SPACs)," February 2009

Presenter, FMC Seminars: "Accessing the Potential of the Canadian Capital Market: Identifying Opportunities and Addressing Challenges," Houston, Texas, February 2009

Presenter, FMC Client Seminars: "Director's Duties and the BCE Supreme Court of Canada Decision - The Responsible Corporate Citizen Test," January/February 2009

Chair and Conference Speaker, "Changing Roles and Responsibilities of Audit Committees" and "Latest Legal Development," Federated Press, 7^th Best Practices for Audit Committee Effectiveness, January 2009

Conference Co-Chair and Conference Speaker, "Making the Most of Early Stage and Pre-Transaction Agreements," Insight Information - Negotiating and Drafting Major Business Agreements, January 2009

Presenter, FMC Breakfast Seminars: "M&A is the New Black" and "Merger and Consolidation for International Oil & Gas Companies," November 2008

Conference Speaker, "Avoiding Frostbite: A Survival Guide to Canadian Cross-Border Energy Transactions," Association of Corporate Counsel Houston Chapter Seminar - Houston, Texas, October 2008

Presenter, "Going International" for Canadian Oil & Gas Companies, June 2008

Speaker, "A Survival Guide to Canadian Cross Border Transactions," Conference call presentation for the Association of Corporate Counsel Energy Committee, May 2008

Conference Speaker, "Creating a Due Diligence Framework: A Key to Successful Transactions" and "Legal Due Diligence: Integrating the Legal and Business Sides of the Process," Federated Press - 10^th Due Diligence, February 2008

Conference Speaker, "Legal Due Diligence: Integrating the Legal and Business Sides of the Process," Federated Press - Due Diligence Course, February 2008

Conference Speaker, "Making the Most of Early Stage and Pre-Transaction Agreements," Insight Information - 2008 Negotiating and Drafting Major Business Agreements, January 2008

Conference Speaker, "Anatomy of an IPO Transaction," Federated Press - 4^th M&A Valuation for CFOs, October 2007

Conference Chair and Speaker, "Reaching and Finalizing Agreements: Making the Agreement Stick" and "Negotiating International and Cross-Border Transactions," Federated Press - 3^rd Advanced Legal Negotiations, October 2007

Conference Speaker, "Legal Due Diligence: Integrating the Legal and Business Sides of the Process," Federated Press - Due Diligence Course, September 2007

Conference Speaker, "Changing Roles and Responsibilities of Audit Committees" and "Latest Legal Developments," Federated Press - Best Practices for Audit Committee Effectiveness, May 2007

Workshop Leader, "Examining Alternative Structures to Preserve After-Tax Values of Energy and Royalty Trust Units," Canadian Institute Conference on Taxing Income Trusts, May 2007

Conference Speaker, "Cross-Border M&A Topics" as part of the Conference Board of Canada - Energy Sector M&As in Turbulent Times, May 2007

Conference Speaker, "Anatomy of an IPO Transaction," Federated Press - M&A Valuation for CFOs, March 2007

Conference Speaker, "Changes to Income Trust Rules - M&A Opportunities," Houston Seminar, February 2007

Conference Speaker, "Making the Most of Early Stage Agreements," Insight - Major Business Agreements, January 2007

Conference Speaker, "Canadian M&A Transactions," Association of Corporate Counsel Houston Chapter Seminar, Houston, Texas, September 2006

Conference Speaker, "Anatomy of a M&A Transaction," Calgary CFA Society - Valuations Conference, May 2006

Conference Speaker, Canadian Institute - National Resource Finance Conference, October 2005

Contact Information

Calgary

+1 403 268 6826

bill.gilliland@fmc-law.com

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Areas of Expertise

Cleantech | Climate Change

Corporate | Commercial

Corporate Governance

Electricity

Energy

Mergers & Acquisitions

Mining

Oil & Gas

Private Equity | Venture Capital

Securities | Corporate Finance

Year of Call

1988 (Alberta)

Education

Dalhousie University, LL.B., 1987

Queen’s University, B.A. (Hons.), 1984

Languages Spoken

English

Russian

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