Pine Cliff Energy Ltd. acquires Skope Energy Inc.

Closing Date: 2/19/2013

Value: C$28 million

On February 19, 2013, Pine Cliff Energy Ltd. (Pine Cliff) acquired Skope Energy Inc. (Skope) pursuant to a Plan of Compromise and Arrangement of Skope and its wholly-owned subsidiary, Skope International Energy Inc., (the Plan) under the Companies’ Creditors Arrangement Act (CCAA).  The value of the transaction was $28 million.

Pine Cliff had previously purchased all of the outstanding indebtedness and liabilities owed by Skope and its affiliates to a Canadian financial institution. Pine Cliff and Skope thereafter agreed to cooperate to permit Skope to file an application under the CCAA. Ernst and Young Inc. was appointed monitor of Skope and its affiliates for the CCAA proceedings (the Monitor).

The Monitor initiated a sales process which did not result in the acceptance of any bids. Pine Cliff then proposed the Plan, whereby all of the issued and outstanding shares of Skope were exchanged for redeemable shares which were then redeemed for no consideration, and Pine Cliff received new shares of Skope in consideration for agreeing to provide exit financing to Skope. As a result, upon completion of the Plan, Pine Cliff became the sole shareholder of Skope.

Pine Cliff was represented by BLG with a team consisting of Bruce Lawrence, Josef Kruger, Lindsay Holmes, Melissa Smith and Matti Lemmens.