Shearman & Sterling represented J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc. and TD Securities (USA) LLC, as joint bookrunners, and RBC Capital Markets, LLC, Scotia Capital (USA) Inc., BMO Capital Markets Corp., CIBC World Markets Corp., Mizuho Securities USA LLC, SMBC Nikko Securities Americas, Inc. and Wells Fargo Securities, LLC, as co-managers, in connection with the offering by Canadian Natural Resources Limited (CNRL) of $1 billion aggregate principal amount of 2.950% notes due 2023, $1.25 billion aggregate principal amount of 3.850% notes due 2027 and $750 million aggregate principal amount of 4.950% notes due 2047.

CNRL intends to use the net proceeds from the notes offering to finance a portion of the cash consideration payable in connection with its acquisition of (i) a 60% working interest in the Athabasca Oil Sands Project, as well as additional working interests in certain other producing and non-producing oil and gas properties from Shell Canada Limited and certain subsidiaries and (ii) an indirect 10% working interest in the Athabasca Oil Sands Project and related oil sands investments from Marathon Oil Canada Corporation.

CNRL is a Canadian-based senior, independent energy company engaged in the acquisition, exploration, development, production, marketing and sale of crude oil, natural gas liquids, natural gas and bitumen.

The Shearman & Sterling team included partners Jason Lehner (Toronto/New York-Capital Markets), Lona Nallengara (New York-Capital Markets) and Laurence Crouch (Menlo Park-Tax); counsel Kevin Roggow (Toronto-Capital Markets) and Jeff Salinger (New York-Environmental); and associates Heather Pals (Toronto-Capital Markets), Emalie Sundale (Menlo Park-Tax) and Ryan Robski (Toronto-Capital Markets).