Yamana–Agnico-Eagle / Osisko
Vancouver-based Goldcorp Inc. dropped its $3.2 billion hostile takeover bid for Montreal-based Osisko Mining Corp. April 23, after Yamana Gold Inc. and Agnico-Eagle Mines Limited, both based in Toronto, emerged with a friendly $3.54 billion cash and stock bid.
Paul, Weiss, Rifkind, Wharton & Garrison and Norton Rose Fulbright—Am Law 100 firms that have bolstered their Canadian operations in recent years—landed roles advising Yamana and Agnico-Eagle on the deal. Norton Rose Fulbright senior corporate partner Cathy Singer, finance partner Robert Mason and M&A and mining partner Dawn Whittaker in Toronto are advising Yamana. The Norton Rose verein, which absorbed Am Law 100 firm Fulbright &Jaworski last year, has grown rapidly in Canada after combining with Ogilvy Renault and Macleod Dixon.
Paul Weiss corporate partners Adam Givertz and Edwin “Ted” Maynard are also advising Yamana, along with tax partner Scott Sontag, who joined the firm’s New York office earlier this year from Weil, Gotshal & Manges. Paul Weiss opened in Toronto three years ago by hiring Givertz from Shearman & Sterling.
Peter Marrone, a former partner at leading Canadian firm Cassels Brock & Blackwell, is Yamana’s chairman and CEO. The company’s general counsel is Sofia Tsakos, another former Cassels Brock partner. Along with Chicago’s Neal, Gerber & Eisenberg, Cassels Brock had advised longtime client Goldcorp on its unsuccessful pursuit of Osisko.
R. Gregory Laing is general counsel for Agnico-Eagle, which is being advised by a team of lawyers from Davies Ward Phillips & Vineberg led by senior M&A partner Patricia Olasker, corporate and mining partner J. Alexander Moore, mining and M&A partners Steven Harris and Jennifer Longhurst, tax partner Raj Juneja and associates Devon Comstock, Adam Heller and Benjamin Howard.
During its takeover battle with Goldcorp, Osisko relied on a team of lawyers from Skadden, Arps, Slate, Meagher & Flom and Canadian firms Bennett Jones and Lavery, de Billy. For the more recent friendly transaction with Yamana and Agnico-Eagle, however, the company turned to Bennett Jones and Stikeman Elliott.
Jay Kellerman, managing partner of Stikeman Elliott’s Toronto office and cohead of the firm’s global mining group, is counseling a special committee of Osisko’s board of directors. Other Stikeman lawyers working on the matter include capital markets partner John Ciardullo, corporate partner David Massé, banking head Daphne MacKenzie, national litigation head Louis Bélanger, litigation partner Frédéric Paré and associates Matthew Angelus, Patrick Desalliers, John “J.R.” Laffin, Rémi Leprévost and Danny Duy Vu. Osisko’s vice president of legal affairs and corporate secretary is Andre Le Bel.
Osisko’s proposed sale to Agnico-Eagle and Yamana is expected to close by early June, pending shareholder and regulatory approvals. —Brian Baxter
CPPIB / Wilton Re
The Canadian Pension Plan Investment Board is getting into the American life insurance sector, through a wholly owned subsidiary’s acquisition of Wilton Re Holdings Limited for $1.8 billion from a group of investment funds. The all-stock deal, announced March 21, is expected to close by August, subject to conditions and regulatory approvals.
“In making a long-term investment in Wilton Re, CPPIB views the company as an ideal platform through which CPPIB can deploy significant follow-on capital at scale in the U.S. life insurance sector,” said André Bourbonnais, the senior vice president of private investments at CPPIB, in a statement. He told The Globe and Mail newspaper that CPPIB began searching for an investment in the life insurance sector about 18 months ago.
Wilton Re, headquartered in Hamilton, Bermuda, with U.S. operations centered in Wilton, Conn., provides life insurance and reinsurance in the U.S. market. It also acquires “closed blocks” of life insurance policies—policies that are in force but no longer available for sale. Wilton’s “closed book of life insurance generates cash flow over multiple decades, and they’re very well suited for a long-term investor like us,” Bourbonnais told The Globe.
Torys acted as Canadian counsel for CPPIB, which is headquartered in Toronto. Partners Guy Berman and Wilfred Estey and counsel Scott Bell were on the transaction. CPPIB’s New York–based deal team was led by Debevoise & Plimpton partners Nicholas Potter and Jeffrey Rosen. It also included partners Thomas Kelly and Peter Schuur, counsel Charles Wachsstock and associates Alexander Cochran, Spencer Gilbert, Daniel Priest, Peter Samponaro Jr. and Michael Stern.
Wilton Re, meanwhile, tapped Skadden, Arps, Slate, Meagher & Flom. Partners Todd Freed and Sven Mickisch worked with associate Joseph Roy on financial institution issues, and partners Jessica Hough on tax, Steven Messina on banking and Dwight Yoo on corporate finance. All are based in New York, except for Hough, who is based in Washington, D.C.. Sutherland Asbill & Brennan also provided assistance on the deal with partner Michael Miles and counsel Christopher Schoen on tax and partner Carol Weiser on compensation and benefits. All are based in Washington, D.C.—Marlisse Silver Sweeney, with Tom Huddleston Jr.
Encana / TPG Capital
A wholly owned subsidiary of the Calgary-based Encana Corporation, Encana Oil & Gas (USA) Inc. agreed on March 31 to sell its natural gas assets in Wyoming’s Jonah field to the private investment firm TPG Capital for about $1.8 billion.
In a prepared statement, Thomas Hart III, the chief executive officer at TPG’s new oil and gas unit—which was created as a part of this deal—called this acquisition a “world-class, low-risk resource with long reserve life and future drilling opportunities.” Encana’s Jonah Field assets comprise a total productive area of about 24,000 acres and more than 1,500 active wells. The transaction also includes more than 100,000 undeveloped acres adjacent to Jonah. TPG says it expects to retain the employees currently working on the field and continue to invest in the neighboring land.
Encana is Canada’s largest natural gas producer. In a prepared statement, Doug Suttles, Encana’s chief executive officer and president, said that the deal is part of the company’s strategy of obtaining “value from a mature, high-quality asset.” The Globe and Mail newspaper reported that Encana plans to shift to liquid-rich natural gas and oil, which have been selling at higher prices than dry gas.
TPG is based in Fort Worth and manages more than $59 billion in assets. The sale is expected to close in the second quarter of 2014, subject to closing conditions and regulatory approvals.
TPG’s deal team was led by Vinson & Elkins partners David Cohen and Keith Fullenweider, along with associates Robert Derivaux, John Grand, Thomas Laughlin and Carson Sieving. Partner David Wicklund advised on finance, along with partners John Lynch and Todd Way on tax and partner James Olson on energy regulation. All are based in Dallas except for Cohen, Sieving and Wicklund, who are in New York, and Fullenweider, Lynch and Olson, who are in Houston.
Encana, meanwhile, tapped Denver firm David Graham & Stubbs for the transaction. Headed by partner Gregory Danielson, the team consisted of partners Brian Boonstra, Jonathan Marks, John Jacus, Radcliffe Dann IV and associates Michael Eden, Sam Niebrugge, Kevin Teng and Erin Waeckerlin. Encana’s in-house counsel included Jeff Jarvis, Cyrus Dressler “Skip” Marter IV and Scott Regan in the U.S. and Terry Hopwood and David Sheridan in Canada.—Marlisse Silver Sweeney