4
B6 G THE GLOBE AND MAIL | FRIDAY, MARCH 9, 2018 BIG DEALS Award C ANA D IAN DE ALMAK E R S AWAR D WINN E R S F O R 201 7 Winner Lifetime Achievement Award William A. Downe, C.M. Deal T eam Alimentation Couche-Tard Consumer Business Alimentation Couche-Tard acquires CST Brands Value Creation Award CGI Group IPO Canada Goose Integration Excellence Award OpenText acquires Dell’s EMC Enterprise Content Division Agricultural and Fisheries Cooke buys Omega Protein Business Services Ritchie Bros. acquires IronPlanet Foreign Inbound FLEETCOR Technolgies acquires Cambridge Global Payments Foreign Outbound Endbridge buys Spectra Energy Energy Endbridge buys Spectra Energy Financial CIBC buys PrivateBancorp Industrial Toromont Industries Buys Hewitt Group Information T echnology TMX Group buys Trayport Holdings Infrastructure and Utilities Alectra acquires Hydro One Brampton Mid-market Rogers Sugar’s Lantic subsidiary buys L.B. Maple Treat Corp. Mining PotashCorp merges with Agrium to form Nutrien Investment Bank (by volume) TD Securities Mid-market Investment Bank (by value) TD Securities Mid-market Investment (by volume) TD Securities JOHN SOPINSKI/THE GLOBE AND MAIL, SOURCE: THOMSON REUTERS L expert, Thomson Reuters, The Globe and Mail and Deloitte created the Cana- dian Dealmakers Program 11 years ago. The impetus was, and still is, to look behind the deals that shape Canada’s capital markets. This is how the program works: Deloitte’s organizing committee draws together nominations, then turns them over to an adju- dication panel, which determines which of the candidates best ben- efited their industries and Cana- da’s capital markets as a whole. The panelists, leaders in the busi- ness community, look for hall- marks of excellence, which can range from creating shareholder value to promoting growth and innovation or steering a deal through new legal or regulatory terrain. Once the decisions are made, the winners are recognized at the annual Canadian Dealmakers gala dinner. This year’s gala was held on March 8 at the Fairmont Royal York hotel in Toronto. Below are our Canadian Dealmakers award winners for 2017. S TAFF AND L E XP E RT Seeking hallmarks of excellence C anadian companies spent a good deal less money swal- lowing up foreign firms last year, but there are early hints they will be hungrier to do cross-border deals in 2018. The value of Canadian buyers’ outbound mergers and acquisi- tions dropped by half in 2017, totalling US$63.8-billion including debt, following two record years in 2015 and 2016 when outbound deal values topped US$130-billion each year. Although the deals were small- er last year, the total number still increased by 132 to 768, according to data from Thomson Reuters. The brisk cross-border activity of recent years has bolstered com- petition between the largest Cana- dian and U.S. banks to advise on the biggest transactions. Ameri- can banks – with their long-stand- ing ties to U.S. clients and broad global reach – are reaping a larger share of the spoils as a result. Four of the five banks at the top of the league tables for advising on M&A involving Canadian com- panies last year were U.S. giants of financial services: Goldman Sachs Group Inc., JPMorgan Chase & Co., Morgan Stanley and Citigroup Inc. The lone Canadian bank to crack the top five was TD Securities Inc., which finished fourth, with in- volvement in 49 deals worth just shy of US$45-billion. Yet, when the buyer is foreign and the target is Canadian, the tables tell a rather different story. Four of the eight leading banks in that case were Canadian when measured by the total value of deals. Bank of Montreal and Royal Bank of Canada worked on the largest numbers of inbound merg- ers and acquisitions. Out of 1,616 inbound mergers and acquisitions worth a com- bined $36.2-billion – up from $21.2-billion in 2016 – BMO and RBC worked on more deals than any other banks. “The structural change within that Canadian environment [is that] a lot of Canadian companies have now become North Ameri- can companies,” said David Raw- lings, JPMorgan’s senior company officer for Canada, who is based in Toronto. The M&A league tables are typi- cally skewed by the largest deals. In 2017, those included Cenovus Energy Inc. spending $17.7-billion to buy oil sands and other assets from ConocoPhillips Co., and Ca- nadian Natural Resources Ltd. paying US$8.5-billion in cash and shares for a controlling stake in the Athabasca oil sands project. A mix of Canadian and U.S. banks advised on both deals. But when a Canadian buyer pursued an American target, top U.S. banks were more dominant. When Ontario utility Hydro One Ltd. paid $4.4-billion to buy Wash- ington-based Avista Corp., Cana- dian banks were shut out of the advisory business altogether, in favour of Merrill Lynch and bou- tique adviser Moelis & Co. Cana- dian banks did participate in financing the deal. For years, Canadian banks have added muscle to their U.S. capital-markets operations, building expertise in key sectors and making the case to clients that they can grasp the cross-bor- der dynamics as well as, or better than, large U.S. banks. “What we’ve been doing – and it takes time to build those rela- tionships – is bringing those U.S. and sometimes European bank- ers and putting them in front of our Canadian clients,” said Peter Buzzi, co-head of M&A at RBC Do- minion Securities Inc. While there weren’t as many megadeals in 2017, one trend that hasn’t changed is that there’s a cross-border element to the ma- jority of Canadian deals, said Geoff Barsky, head of Canadian and international M&A at BMO Nesbitt Burns Inc. “When we talk to our clients, we can tell you that they’re continuing to look abroad into the U.S. for M&A growth op- portunities.” The smaller size and slower pace of cross-border activity in 2017 may have been partly due to that fact that some of the firms that have made multibillion-dol- lar deals in 2016 or earlier – Enca- na Corp. and TransCanada Corp., for instance – are still digesting those acquisitions, Mr. Buzzi said. But as they begin to emerge from two-year to three-year integ- ration plans, some heavy hitters could come back to the negotiat- ing table. Pension funds and pri- vate-equity firms also still have huge pools of capital that need to be deployed. “I would characterize [2017’s slowdown] more as a normaliza- tion of the amount of outbound activity – [it was] still the third- highest level that we’ve seen his- torically,” said Bill Quinn, head of M&A at TD Securities. With solid growth rates among the world’s major economies, clarity about the magnitude of U.S. tax cuts and oil prices climb- ing back above US$60 a barrel, the stage is set for a strong year for M&A, particularly in the latter half of 2018. Last year, as U.S. law- makers wrangled over the details of a sweeping package of tax cuts, some companies’ boards and management teams were “hitting the pause button” while they waited for clarity on the outcome, Mr. Barsky said. Now that the tax bill is law, many U.S. companies are more expensive, but their valuations and future cash flows are easier to pinpoint. And the sudden drop in U.S. corporate taxes, combined with a push to relax regulations, have shifted the competitive balance for Canadian companies that are looking south. “I think that tax reform has been a near-term headwind, but could turn out to be a long-term tailwind for Canadians investing in the U.S.,” Mr. Rawlings said. Cross-border M&A poised for big 2018 With U.S. tax overhaul and several companies’ turnarounds resolved, more firms could find themselves dealmaking JAMES BRADSHAW BANKING REPORTER Employees torque a pipe at an oil production facility co-owned by Cenovus Energy Inc. and ConocoPhillips, in Conklin, Alta. in August, 2013. One of the biggest deals of 2017 was Cenovus’s acquisition of oil sands and other assets from ConocoPhillips. BRENT LEWIN/BLOOMBERG The structural change within that Canadian envir onment [is that] a lot of Canadian companies have now become North American companies. DAVID RAWLINGS JPMORGAN’S SENIOR COMPANY OFFICER FOR CANADA Canada's outbound M&A In billions of U.S. dollars, including net debt of target 0 20 40 60 80 100 120 $140 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 THE GLOBE AND MAIL, SOURCE: THOMSON REUTERS Ranking value,** Number Financial adviser* US$ million of deals Goldman Sachs & Co. $70,851.9 26 JP Morgan $49,290.6 24 Morgan Stanley $49,015.3 20 TD Securities $44,867.0 49 Citigroup $43,725.9 17 RBC Dominion Securities $33,881.3 40 Deutsche Bank $30,689.0 8 CIBC World Markets $28,054.4 34 Lazard $24,520.0 19 Bank of America Merrill Lynch $23,964.0 17 Barclays $22,786.9 10 Scotiabank $22,450.1 18 BMO Nesbitt Burns $22,000.1 45 National Bank of Canada Financial $13,384.1 28 Credit Suisse $11,742.2 19 THE GLOBE AND MAIL, SOURCE: THOMSON REUTERS MERGERS AND ACQUISITIONS CANADIAN ADVISER RANKING *Full to each eligible adviser, ** Ranking value includes net debt of target and any Canadian involvement. Ranking based on value, excluding equity carveouts, withdrawn deals and open market repurchases.

Cross-border M&A poised for big 2018Citigroup $43,725.9 17 RBC Dominion Securities $33,881.3 40 Deutsche Bank $30,689.0 8 CIBC World Markets $28,054.4 34 Lazard $24,520.0 19 Bank of

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Page 1: Cross-border M&A poised for big 2018Citigroup $43,725.9 17 RBC Dominion Securities $33,881.3 40 Deutsche Bank $30,689.0 8 CIBC World Markets $28,054.4 34 Lazard $24,520.0 19 Bank of

B6 G THE GLOBE AND MAIL | FRIDAY, MARCH 9, 2018BIG DEALS

Award

CANAD IAN DEALMAKERS AWARD WINNERS FOR 2017

Winner

Lifetime Achievement Award William A. Downe, C.M.

Deal Team Alimentation Couche-Tard

Consumer Business Alimentation Couche-Tard acquires CST Brands

Value Creation Award CGI Group

IPO Canada Goose

Integration Excellence Award OpenText acquires Dell’s EMC Enterprise Content Division

Agricultural and Fisheries Cooke buys Omega Protein

Business Services Ritchie Bros. acquires IronPlanet

Foreign Inbound FLEETCOR Technolgies acquires Cambridge Global Payments

Foreign Outbound Endbridge buys Spectra Energy

Energy Endbridge buys Spectra Energy

Financial CIBC buys PrivateBancorp

Industrial Toromont Industries Buys Hewitt Group

Information Technology TMX Group buys Trayport Holdings

Infrastructure and Utilities Alectra acquires Hydro One Brampton

Mid-market Rogers Sugar’s Lantic subsidiary buys L.B. Maple Treat Corp.

Mining PotashCorp merges with Agrium to form Nutrien

Investment Bank (by volume) TD Securities

Mid-market Investment Bank (by value) TD Securities

Mid-market Investment (by volume) TD Securities

JOHN SOPINSKI/THE GLOBE AND MAIL, SOURCE: THOMSON REUTERS

Lexpert, Thomson Reuters,The Globe and Mail andDeloitte created the Cana-

dian Dealmakers Program 11 yearsago. The impetus was, and still is,to look behind the deals thatshape Canada’s capital markets.

This is how the program works:Deloitte’s organizing committeedraws together nominations,then turns them over to an adju-dication panel, which determineswhich of the candidates best ben-efited their industries and Cana-da’s capital markets as a whole.The panelists, leaders in the busi-ness community, look for hall-

marks of excellence, which canrange from creating shareholdervalue to promoting growth andinnovation or steering a dealthrough new legal or regulatoryterrain.

Once the decisions are made,the winners are recognized at theannual Canadian Dealmakersgala dinner.

This year’s gala was held onMarch 8 at the Fairmont RoyalYork hotel in Toronto. Below areour Canadian Dealmakers awardwinners for 2017.

STAFF AND LEXPERT

Seeking hallmarks of excellence

Canadian companies spent agood deal less money swal-lowing up foreign firms last

year, but there are early hints theywill be hungrier to do cross-borderdeals in 2018.

The value of Canadian buyers’outbound mergers and acquisi-tions dropped by half in 2017,totalling US$63.8-billion includingdebt, following two record years in2015 and 2016 when outbounddeal values topped US$130-billioneach year.

Although the deals were small-er last year, the total number stillincreased by 132 to 768, accordingto data from Thomson Reuters.

The brisk cross-border activityof recent years has bolstered com-petition between the largest Cana-dian and U.S. banks to advise onthe biggest transactions. Ameri-can banks – with their long-stand-ing ties to U.S. clients and broadglobal reach – are reaping a largershare of the spoils as a result.

Four of the five banks at the topof the league tables for advising onM&A involving Canadian com-panies last year were U.S. giants offinancial services: Goldman SachsGroup Inc., JPMorgan Chase & Co.,Morgan Stanley and Citigroup Inc.The lone Canadian bank to crackthe top five was TD Securities Inc.,which finished fourth, with in-volvement in 49 deals worth justshy of US$45-billion.

Yet, when the buyer is foreignand the target is Canadian, thetables tell a rather different story.Four of the eight leading banks inthat case were Canadian whenmeasured by the total value ofdeals. Bank of Montreal and RoyalBank of Canada worked on thelargest numbers of inbound merg-ers and acquisitions.

Out of 1,616 inbound mergersand acquisitions worth a com-bined $36.2-billion – up from$21.2-billion in 2016 – BMO andRBC worked on more deals thanany other banks.

“The structural change withinthat Canadian environment [isthat] a lot of Canadian companieshave now become North Ameri-can companies,” said David Raw-lings, JPMorgan’s senior companyofficer for Canada, who is based inToronto.

The M&A league tables are typi-cally skewed by the largest deals.In 2017, those included CenovusEnergy Inc. spending $17.7-billionto buy oil sands and other assetsfrom ConocoPhillips Co., and Ca-nadian Natural Resources Ltd.paying US$8.5-billion in cash andshares for a controlling stake inthe Athabasca oil sands project. Amix of Canadian and U.S. banksadvised on both deals.

But when a Canadian buyerpursued an American target, topU.S. banks were more dominant.When Ontario utility Hydro OneLtd. paid $4.4-billion to buy Wash-ington-based Avista Corp., Cana-dian banks were shut out of theadvisory business altogether, infavour of Merrill Lynch and bou-tique adviser Moelis & Co. Cana-

dian banks did participate infinancing the deal.

For years, Canadian bankshave added muscle to their U.S.capital-markets operations,building expertise in key sectorsand making the case to clientsthat they can grasp the cross-bor-der dynamics as well as, or betterthan, large U.S. banks.

“What we’ve been doing – andit takes time to build those rela-tionships – is bringing those U.S.and sometimes European bank-ers and putting them in front ofour Canadian clients,” said PeterBuzzi, co-head of M&A at RBC Do-minion Securities Inc.

While there weren’t as manymegadeals in 2017, one trend thathasn’t changed is that there’s across-border element to the ma-jority of Canadian deals, saidGeoff Barsky, head of Canadianand international M&A at BMONesbitt Burns Inc. “When we talkto our clients, we can tell you thatthey’re continuing to look abroadinto the U.S. for M&A growth op-portunities.”

The smaller size and slowerpace of cross-border activity in2017 may have been partly due tothat fact that some of the firmsthat have made multibillion-dol-lar deals in 2016 or earlier – Enca-na Corp. and TransCanada Corp.,for instance – are still digestingthose acquisitions, Mr. Buzzi said.

But as they begin to emergefrom two-year to three-year integ-ration plans, some heavy hitters

could come back to the negotiat-ing table. Pension funds and pri-vate-equity firms also still havehuge pools of capital that need tobe deployed.

“I would characterize [2017’sslowdown] more as a normaliza-tion of the amount of outboundactivity – [it was] still the third-highest level that we’ve seen his-torically,” said Bill Quinn, head ofM&A at TD Securities.

With solid growth rates amongthe world’s major economies,clarity about the magnitude ofU.S. tax cuts and oil prices climb-ing back above US$60 a barrel,the stage is set for a strong yearfor M&A, particularly in the latterhalf of 2018. Last year, as U.S. law-makers wrangled over the detailsof a sweeping package of tax cuts,some companies’ boards andmanagement teams were “hittingthe pause button” while theywaited for clarity on the outcome,Mr. Barsky said.

Now that the tax bill is law,many U.S. companies are moreexpensive, but their valuationsand future cash flows are easier topinpoint. And the sudden drop inU.S. corporate taxes, combinedwith a push to relax regulations,have shifted the competitivebalance for Canadian companiesthat are looking south.

“I think that tax reform hasbeen a near-term headwind, butcould turn out to be a long-termtailwind for Canadians investingin the U.S.,” Mr. Rawlings said.

Cross-border M&A poised for big 2018With U.S. tax overhauland several companies’turnarounds resolved,more firms could findthemselves dealmaking

JAMES BRADSHAWBANKING REPORTER

Employees torque a pipe at an oil production facility co-owned by Cenovus Energy Inc. and ConocoPhillips, in Conklin, Alta. in August, 2013. One ofthe biggest deals of 2017 was Cenovus’s acquisition of oil sands and other assets from ConocoPhillips. BRENT LEWIN/BLOOMBERG

The structural change within that Canadianenvironment [is that] a lot of Canadiancompanies have now become North

American companies.

DAVID RAWLINGSJPMORGAN’S SENIOR COMPANY OFFICER FOR CANADA

Canada's outbound M&AIn billions of U.S. dollars, including net debt of target

0

20

40

60

80

100

120

$140

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

THE GLOBE AND MAIL, SOURCE: THOMSON REUTERS

Ranking value,** NumberFinancial adviser* US$ million of deals

Goldman Sachs & Co. $70,851.9 26JP Morgan $49,290.6 24Morgan Stanley $49,015.3 20TD Securities $44,867.0 49Citigroup $43,725.9 17RBC Dominion Securities $33,881.3 40Deutsche Bank $30,689.0 8CIBC World Markets $28,054.4 34Lazard $24,520.0 19Bank of America Merrill Lynch $23,964.0 17Barclays $22,786.9 10Scotiabank $22,450.1 18BMO Nesbitt Burns $22,000.1 45National Bank of Canada Financial $13,384.1 28Credit Suisse $11,742.2 19

THE GLOBE AND MAIL, SOURCE: THOMSON REUTERS

MERGERS AND ACQUISITIONS CANADIAN ADVISER RANKING

*Full to each eligible adviser, ** Ranking value includes net debt of target and any Canadian involvement. Ranking based on value, excluding equity carveouts, withdrawn deals and open market repurchases.

Page 2: Cross-border M&A poised for big 2018Citigroup $43,725.9 17 RBC Dominion Securities $33,881.3 40 Deutsche Bank $30,689.0 8 CIBC World Markets $28,054.4 34 Lazard $24,520.0 19 Bank of

Our clientskeep us at thetop of our gameAnd your confidence in us means everything.Osler is proud to once again be recognized as Canada’s top lawfirm for Mergers and Acquisitions with #1 rankings from ThomsonReuters, Bloomberg andMergermarket in 2017. Osler was also the topCanadian legal advisor to both issuers and underwriters on combineddebt and equity financings in 2017 (Financial Post).

Thank you for another great year.

Osler, Hoskin & Harcourt llpToronto Montréal Calgary Ottawa Vancouver New York | osler.com

FRIDAY, MARCH 9, 2018 | THE GLOBE AND MAIL G B7BIG DEALS

The maple bond marketrebounded last year to levels notseen in nearly a decade, as a flur-ry of foreign companies tappedthe Canadian-dollar debt marketfor cash.

The trend was fuelled byattractive borrowing rates andstrong demand from Canadianinstitutional investors, accordingto executives at some of Can-ada’s largest investment banks.

Maple issuance hit $16-billionin 2017, according to data fromTD Securities Inc. That’s nearlythree times higher than the$5.45-billion issued in 2016 andthe highest level since 2007, pri-or to the financial crisis.

“2017 was really a watershedyear for the development of themaple market,” said Steve Hall-iday, deputy chairman of fixedincome at TD.

U.S. financial institutions havebeen tapping the Canadian-dol-lar debt market for a number ofyears. What made last year differ-ent was the flood of so-calledcorporates into the maple mar-ket – particularly well-knownnames that Canadian investorswere eager to buy, such as WaltDisney Co., Apple Inc., McDon-ald’s Corp., PepsiCo Inc., UnitedParcel Service Inc. and AT&T Inc.

Corporate maples shatteredprevious records, with $9.85-bill-ion of issuance from eight com-panies, according to data fromTD Securities. For six of thoseissuers, it was their first forayinto Canadian-dollar debt.

Apple Inc. set a new record forthe largest corporate maple withits $2.5-billion Canadian-dollardebt debut. The company issuedseven-year notes and borrowed

at a rate of 2.513 per cent.Other inaugural maples in-

cluded a $1-billion deal by Mc-Donald’s Corp. and a $750-mil-lion issuance by United ParcelService Inc.

“I think that’s what was trulyunique about last year,” said Pat-rick Scace, managing director ofdebt capital markets at TD Secur-ities, which led six of the eightcorporate maples last year, in-cluding Walt Disney Co., McDon-ald’s, AT&T Inc. and PepsiCo Inc.

“The names that came intothe Canadian market wereworldwide, very well known,best-in-class corporate issuers …it’s the cream of the crop of glob-al issuers.”

Attractive borrowing costs –predominantly due to enticingcurrency swap spreads – werethe primary driver, according tobankers who helped bring theissues to market. Historically,U.S. issuers would get more com-petitive pricing in their homemarket versus in Canada, saidMichal Cegielski, managingdirector of debt capital markets

at BMO Nesbitt Burns Inc. Butlast year, for the first time sincethe credit crisis, the cost of bor-rowing in Canada and thenswapping the proceeds back totheir domestic currency has, insome cases, been cheaper forissuers than borrowing in theirhome market.

“Canada all of a sudden start-ed making sense, relative to themarkets they naturally issue in,”said Mr. Cegielski, who workedon the Apple deal. “It just kind ofworked out such that as theylooked at the relative value be-tween all their opportunities,Canada was, for the first time in along time, pricing competitively.”

Meanwhile, Canadian inves-tors were hungry for diversifica-tion and eager to invest in well-known, blue-chip global brands.

“The investor support is thebest we’ve seen in the career ofcorporate maple market,” saidPatrick MacDonald, co-head ofdebt capital markets at RBC Do-minion Securities. For instance,the Disney deal – which RBC wasa joint bookrunner on – was well

oversubscribed and included 56different buyers, said Mr. Mac-Donald. RBC was also a jointbookrunner on the McDonald’sand Apple transactions.

“The establishment of therelationship with Walt Disneyand McDonald’s had been yearsback,” Mr. MacDonald said.

Strong investor appetite waspartly owing to a gap created bythe Canadian banks, which havebeen increasingly heading over-seas for cash. In recent years, thepopularity of so-called Yankeebonds, or U.S.-dollar debt, hasbeen on the rise among Cana-dian issuers.

“That was a big impetus andone of the reasons why we sawmaples pick up last year –because a lot of the expected Ca-nadian supply was going else-where,” said Mr. Cegielski. “Peo-ple were clamouring for prod-uct.”

The borrowing needs of theCanadian banks have alsodeclined recently, in part owingto a slowdown in mortgagegrowth.

Although investor demandand pricing dynamics made 2017a big year for maples, bankerssaid the deals have been manyyears in the making.

“Some of these clients we’vecovered for five or six years andtalked to them about the Cana-dian market and they’ve nevercome,” Mr. Halliday said.

“It’s a long effort. It mightappear that last year everyonejumped on the wagon and wedid all these transactions. The re-ality is that it was the culmina-tion of years of coverage andyears of work and years of a glob-al strategy paying off.”

The entrance of prominentglobal brands such as Apple and

McDonald’s is expected to enticeother issuers into the Canadian-dollar debt market.

“The visibility of Canada as aviable alternative for strategicfinancing went up dramaticallylast year,” said Richard Sib-thorpe, head of global invest-ment-grade debt capital marketsat BMO. That “unquestionably”encourages other foreign issuersto jump into the Canadian debtmarket, adds Mr. Cegielski.

But there are a number of fac-tors that make it difficult to fore-cast whether the maple marketwill be able to repeat last year’sperformance. Chief among themis the U.S. tax reform bill that willallow companies such as Appleto repatriate cash trapped over-seas without losing a massivechunk of it to the taxman.

“In particular sectors whereyou’ve had cash trapped over-seas, repatriating that cash backto their domestic market is goingto impact their requirement forfunding,” Mr. Halliday said.

“Apple is a great example ofthat. With billions trapped over-seas, when that comes back dothey have to raise money in theirU.S. operation? The answer tothat is ‘probably not,’ but wedon’t really know yet. It creates asignificant level of uncertainty.”

That said, issuers who have al-ready entered the maple bondmarket generally did so with theintention of making Canadian-dollar debt a continuing part oftheir funding program.

“So, everything being equal,they’re all motivated to comeback to Canada to build a curve,”Mr. Halliday said. But other fac-tors – including pricing anddemand – will need to line upthe way that they did last year,he adds.

Maple bond market has ‘watershed year’ in 2017

Maple issuance hit $16-billion in 2017, according to data from TD Securities, including a $1-billion deal by McDonald’s Corp.ANDREY RUDAKOV/BLOOMBERG

ALEXANDRA POSADZKI

Junior mining companies areincreasingly turning to seniorfirms for capital, as traditionalbought-deal financing

becomes a riskier gambit in a dif-ficult market for commodityplays.

Bought deals, which seeinvestment dealers purchasestock from an issuer at a discountand then flip those securities tothird-party investors, are gettingharder to pull off. It’s a trend thatis especially evident among jun-ior miners – those most in needof equity capital.

Last year, even in the midst ofa rebounding initial public offer-ing market and a buoyant envi-ronment for mergers and acquisi-tions, the value of mining boughtdeals cratered.

Canadian companies raised$3.3-billion in secondary miningfinancings in 2017, down 44 per

cent from $5.9-billion in 2016,according to data from ThomsonReuters.

“Traditional capital raising inthe mining sector is a much moredifficult proposition,” said DavidCobbold, head of mining invest-ment banking with MacquarieCapital Markets Canada Ltd.

“A lot of the generalist moneyis not in the mining sector rightnow and the mining funds havesmaller assets under manage-ment.”

As demand from institutionalinvestors has dropped over thepast five years, bought deals havebecome a riskier proposition forinvestment banks, which take onthe risk of selling stock and canget stuck holding unsold securi-ties if deals don’t sell out. (Cor-porate issuers are paid in full,even if bought deals do not sell.)Not only is less capital beingraised through bought dealsthese days, companies have to of-fer steeper stock discounts to

woo investors, meaning the costof capital is going up.

Against this backdrop, seniormining companies have beenstepping in to help fill the fund-ing void through so-called “stra-tegic investments.” In such scena-rios, a large-cap miner typicallymakes a minority investment in asmall company with an explora-tion and development project.Seniors also usually get a say inrunning the junior through aboard seat.

According to data compiled byMacquarie, $598-million wasraised last year through 41 sepa-rate strategic investments intoToronto Stock Exchange-listedmining companies. Those trans-actions saw seniors such as Gold-corp Inc., Barrick Gold Corp.,Newmont Mining Corp. andAgnico Eagle Mines Ltd. eitherinitiate or add to positions in jun-iors.

CIBC World Markets Inc. hasalso noticed a big change in how

small Canadian mining compan-ies raise capital. The investmentbank looked at the breakdown ofequity capital raised for juniorprecious-metals companies overthe past four years, specificallythe percentage raised from pub-lic stock offerings versus strategicinvestments. In 2016, the mix was83 per cent public, versus 17 percent from strategics – a break-down that hadn’t changed muchsince 2014. But last year, 54 percent was raised publicly, versus46 per cent through strategics –“a significant change from prioryears,” said Chris Gratias, globalhead, mining investment bank-ing with CIBC.

As much as exploration anddevelopment companies requirethis new source of capital, seniorsalso have good reason for makingthese investments: The need toreplace dwindling reserves. Bar-rick Gold, for example, has seenits total proven and probablegold reserves fall by more than 50

per cent since the end of 2011.Over the past five years, the

global mining industry has paredback investments in new devel-opments. For seniors who can’treplace reserves internally, a stra-tegic investment in a junior isseen as “another form of explora-tion spending,” Mr. Gratias said.

While strategic investmentscan be done for simple invest-ment purposes, they also tend tomake any future takeover of ajunior by a senior companycheaper over the longer run.

Fewer bought deals eats into alucrative revenue stream forinvestment banks, but typicallydealers still get paid a fee forproviding advice to companieswho pursue strategic invest-ments.

Nobody is predicting the deathof the bought deal – which waspioneered in Canada in the 1980s,but it is far from the the onlyfunding game in town for minersany more.

Junior miners seek funding from seniors as bought deal popularity fades

NIALL McGEE MINING REPORTER

Page 3: Cross-border M&A poised for big 2018Citigroup $43,725.9 17 RBC Dominion Securities $33,881.3 40 Deutsche Bank $30,689.0 8 CIBC World Markets $28,054.4 34 Lazard $24,520.0 19 Bank of

B8 G THE GLOBE AND MAIL | FRIDAY, MARCH 9, 2018BIG DEALS

Date(2017) Target name Acquirer name

Value* (U.S. $Bill.)Rank Target advisers Acquirer advisers Target legal adviser Acquirer legal adviser

Nov. 13 GGP Brookfield Property Partners $27.9 Goldman Sachs; Citi Morgan Stanley;Deutsche Bank

Simpson Thacher & Bartlett; Sullivan & Cromwell

Weil Gotshal & Manges

March 29 FCCL Partnership Cenovus Energy13.2 Goldman Sachs JP Morgan; RBC Dominion Securities; TD Securities; Barclays

Osler Hoskin & Harcourt;King & Spalding

Bennett Jones; Blake,Cassels & Graydon; Paul, Weiss

March 9 Athabasca Oil Sands Canadian Natural Resources8.3 Scotia Capital; JPMorgan;Lazard

TD Securities McCarthy Tetrault Paul, Weiss; Norton, Rose, Fulbright; Bennett Jones

Jan. 25 WGL Holdings AltaGas6.6 Goldman Sachs; Lazard JPMorgan; TD Securities; OMERS

Covington & Burling;Kirkland & Ellis; Cravath, Swaine & Moore; Cleary Gottlieb Steen & Hamilton

Vinson & Elkins;Stikeman Elliott; Skadden, Arps, Slate, Meagher & Flom

May 1 Veresen Pembina Pipeline 5.6 Scotia Capital CIBC World Markets Osler Hoskin & Harcourt Blake Cassels & Graydon;Bracewell

July 19 Avista Hydro One5.3 Bank of America Merrill Lynch

Moelis Kirkland & Ellis; Cleary Gottlieb Steen & Hamilton

Bracewell; Osler Hoskin & Harcourt; Blake Cassels & Graydon

March 17 USI Insurance Services CDPQ; KKR & Co.4.3 Bank of America Merrill Lynch; JPMorgan

Citi Arnold & Porter;Shearman & Sterling

Simpson Thacher &Bartlett; Paul, Weiss

March 7 TerraForm Power Brookfield Asset Mgmt.4.1 AlixPartners; Centerview Partners; Morgan Stanley;JPMorgan; Houlihan Lokey;Rothschild; Ankura Consulting Group

Hughes Hubbard & Reed; Sidley & Austin; Greenberg Traurig; Sullivan & Crom-well; Skadden, Arps, Slate,Meagher & Flom; Willkie Farr & Gallagher; Shearman & Sterling; White & Case

Cravath, Swaine & Moore;Winston & Strawn

Dec. 18 Husky Injection Molding Platinum Equity3.9 Goldman Sachs; CIBC World Markets; Robert W. Baird & Co.

Bank of America Merrill Lynch; Deutsche Bank

Weil Gotshal & Manges;Torys

Latham & Watkins; Stikeman Elliott; Baker & McKenzie

Aug. 22 The Jean Coutu Group Metro3.7 National Bank Financial;TD Securities

BMO Nesbitt Burns; CIBC World Markets; National Bank Financial

Stikeman Elliott; Fasken Martineau DuMoulin; Skadden, Arps, Slate, Meagher & Flom

Norton Rose Fulbright;Davies Ward Phillips & Vineberg

March 31 Reliance Home Comfort CKP (Canada) Holdings3.4 Goldman Sachs; CIBC World Markets

Barclays Torys; Osler Hoskin & Harcourt; Stikeman Elliott (Canada)

March 13 DH Vista Equity Partners 3.4 Credit Suisse Group; RBC Dominion Securities

Morgan Stanley; Barclays; Citi; Evercore Partners

Stikeman Elliott; Cravath, Swaine & Moore; Norton Rose Fulbright

Kirkland & Ellis; Goodmans; Allen & Overy

Feb. 24 DigitalGlobe MacDonald Dettwiler & Assoc.3.3 PJT Partners; Barclays Bank of America Merrill Lynch; RBC Dominion Securities; BMO Nesbitt Burns

O’Melveny & Myers; Davis Polk & Wardwell; Blake Cassels & Graydon

Vinson & Elkins; Stikeman Elliott; Osler Hoskin & Harcourt; Norton Rose Fulbright

March 8 Central Fund of Canada Sprott Asset Management3.1 PricewaterhouseCoopers; CIBC World Markets

Osler Hoskin & Harcourt; Parlee McLaws; Gowling WLG (Canada)

Stikeman Elliott (Canada);Skadden, Arps, Slate, Meagher & Flom

Oct. 2 BSREP Bermuda Europe** Global Logistic Properties2.8 Morgan Stanley Noerr Stiefenhofer Lutz; Mayer Brown

Kirkland & Ellis

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

*Including net debt of target **Logistics real estate controlled by Brookfield Asset Management JOHN SOPINSKI/THE GLOBE AND MAIL, SOURCE: THOMSON REUTERS

Bank Value ($billions) Number of issues Law firm Value (U.S. $billions) Number of deals

Bank Value ($billions) Number of issues Bank Value ($millions) Number of issues

RBC Dominion Securities $8.7 51

TD Securities 6.1 53

BMO Nesbitt Burns 5.4 54

CIBC World Markets 3.2 40

Scotia Capital 2.5 24

JPMorgan 2.4 2

National Bank Financial 2.0 34

Canaccord Genuity 1.3 63

GMP Capital 0.94 31

Credit Suisse 0.61 4

Top banks for equities (excluding self-funded portion)* Top law firms for merger advice***

Top banks for IPOs**Top banks for debt (excluding self-funded portion)*

RBC Dominion Securities $41.0 142

TD Securities 35.0 118

National Bank Financial 29.2 151

CIBC World Markets 28.7 136

BMO Nesbitt Burns 25.7 88

Scotia Capital 17.3 68

Bank of America Merrill Lynch 4.2 11

HSBC Holdings 2.5 11

Desjardins Securities 0.67 3

Goldman Sachs

*Book runner equal to each booker runner (excluding related to issues). **Proceeds amount plus overalotment. Book runner full to book runner. ***Excluding equity carveouts, withdrawn deals and open market repurchases.

0.63 1

Osler Hoskin & Harcourt $57.0 112

Stikeman Elliott 49.5 134

Blake Cassels & Graydon 49.1 135

Sullivan & Cromwell 39.9 11

Weil Gotshal & Manges 37.3 16

Paul, Weiss 36.1 28

Simpson Thacher & Bartlett 32.9 9

Norton Rose Fulbright 29.9 55

Skadden 29.2 21

Bennett Jones 27.9 24

RBC Dominion Securities $1,334.5 7

TD Securities 987.0 4

BMO Nesbitt Burns 504.9 7

Scotia Capital 360.5 7

Goldman Sachs 212.8 2

CIBC World Markets 193.7 4

Morgan Stanley 144.8 2

GMP Capital 133.4 2

Credit Suisse 131.1 2

Canaccord Genuity 91.2 3

JOHN SOPINSKI/THE GLOBE AND MAIL, SOURCE: THOMSON REUTERS

Largest mergers and acquisitions in 2017

Capital markets rankings for 2017

Page 4: Cross-border M&A poised for big 2018Citigroup $43,725.9 17 RBC Dominion Securities $33,881.3 40 Deutsche Bank $30,689.0 8 CIBC World Markets $28,054.4 34 Lazard $24,520.0 19 Bank of

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