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Tom Pepevnak
Partner
Calgary
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Tel :
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403.531.4719
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Fax :
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403.531.4720
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Professional Experience
Tom Pepevnak is a partner in the Financial Services Practice Group of McMillan's Calgary office. Tom's practice is focused on bank and corporate financing, derivatives and other structured financing transactions.
His broad financing experience has included work, domestically and internationally, for a variety of lenders and borrowers in the commercial, middle-market and the capital markets space. Tom has worked on numerous single bank and syndicated loans, project financings, asset-based loans, equipment leasing, corporate restructuring and bankruptcy and insolvency matters. He has represented a number of companies on both private placement and public issuances of debt securities. Tom has an extensive background in the banking industry having practiced as Senior Counsel in the head office legal department of RBC Financial Group.
A significant portion of Tom's work is in the energy (oil and gas, as well as conventional and renewable power) industry. He has provided trusted advice and counsel to oil sands developers, power producers and utilities, as well as to lenders that provide financing for projects and general corporate purposes.
Tom also has a unique specialty in the area of derivatives and has developed risk management programs and policies for numerous financial institutions, pension and hedge funds, oil and gas companies and other market participants. He has assisted his clients in structuring both financially and physically-settled transactions that incorporate a variety of underlying instruments and asset classes (interest rate, currency, natural gas, power, oil, gold, equities, credit default and emissions).
Tom was recognized in the 2011 Canadian Legal Lexpert® Directory (Derivative Instruments) and is a BV® Distinguished™ Peer Review Rated lawyer according to the Martindale-Hubbell® Directory. He is also a frequent speaker and publisher on a wide variety of finance issues.
Representative Transactions
Debt Financing:
- Acted for lender of $75 million credit facility made available to Pembina Pipeline Corporation and amendments required for Pembina's acquisition of Provident Energy.
- Represented lenders for an aggregate of $400 million in credit facilities provided to EPCOR Utilities.
- Represented Hammond, Kennedy, Whitney & Company in connection with senior and subordinated credit facilities used for its purchase of Royal Camp Services.
- Acted for RBC Capital Markets in a $30 million credit facility to a large Western Canadian retailer.
- Counsel to issuer on proposed issuance of $125 million of senior unsecured high-yield notes.
- Represented RBC Capital Markets and the lending syndicate in the restructuring of $1.3 billion of credit facilities for EPCOR Utilities to allow it to transfer its power generation assets to Capital Power Corp.
- Represented lending syndicate for $65 million credit facility made available to Orleans Energy Ltd.
- Acted for lender in a credit facility made available to Athabasca Oil Sands Ltd.
- Represented Roynat Capital as agent and the lenders in a $75 million credit facility made available to Pulse Seismic Inc.
- Acted for lender of $65 million in credit facilities made available to Cathedral Energy Services Ltd.
- Represented US noteholders in securing approximately US$40 million of senior notes issued by a mid-size oil and gas company.
- Counsel to the lenders of $470 million in syndicated credit facilities made available to Peyto Exploration and Development Corp.
- Acted for lender in $135 million bridge credit facility made as part of Pengrowth Corporation's sale of oil and gas properties to the City of Medicine Hat.
Derivatives:
- Represented Scotia Capital in connection with structured subordinated hedging arrangements established for a large private oil and gas company.
- Special counsel to Cenovus Energy Inc. in the transfer of an economic interest under certain derivatives and establishment of hedging documentation and policies in connection with Cenovus' split from EnCana Corporation.
- Counsel to the International Swaps and Derivatives Association (ISDA) in connection with its successful intervention in the appellate Androscoggin insolvency proceedings.
- Advised a leading Canadian financial institution on all matters associated with its entry into the market of originating over-the-counter derivatives.
- Advised two large Canadian utilities on their entry into the U.S. power trading market.
publications and presentations
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March 2012
Negotiating Loan Agreement Covenants in Oil & Gas Facilities
Co-Presenter, American Bar Association, 2012 Spring Business Law Meeting, Las Vegas, NV
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March 2012
Legal Issues of Concern for Commercial Bankers
Presenter (via conference call), Bank of Montreal Commercial Banking Centres in Alberta and Northwest Territories, Calgary, Alberta
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October 2011
Lending for Landmen – Impact of A&D on your Company's Financing Agreements
Presenter, McMillan LLP Breakfast Seminar, Calgary, AB
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June 2011
Energy Agreements 101
Presenter, International Energy Credit Association Annual Canadian Conference, Banff, AB
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- financial services
- capital markets
- energy
- derivatives
- oil and gas
- Law Society of Alberta
- Law Society of Upper Canada
- Canadian Bar Association
- American Bar Association – Business Law Section
- ISDA's Canadian Legal and Regulatory Committee (Past Chair)
Called to the Alberta bar
- 1999
Called to the Ontario bar
- 1989
Queen's University, LLB
- 1987
University of Toronto, B.Comm.
- 1983
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