LEXPERT MAGAZINE
|
JULY 2019 13
ART OF THE DEAL FEATURES
Ripley declined to name the other com-
pany but said "the talks went quite far but,
in the end, it didn't work out."
So late in the fall of 2018, Goldcorp
found itself without a dance partner. But it
did have a very fortuitous dinner date.
In the small world of senior gold min-
ers, Newmont and Goldcorp considered
themselves friends, companies with similar
cultures. e chairmen, CEOs and heads of
corporate development used to get together
informally a few times a year to schmooze.
ey had one such date planned for Dec. 11.
It was there, over dinner, that Colorado-
based Newmont broached a transaction.
e answer was evidently an enthusiastic
yes because within days, Neill May, co-chair
of the corporate securities group at Good-
mans LLP, Newmont's longtime Canadian
counsel, had the file on his desk for a proposed
US$10-billion acquisition of Goldcorp.
Newmont's deal team also included
Wachtell, Lipton, Rosen & Katz LLP, its
longtime US counsel; White & Case LLP,
which did its US regulatory and securities
work; and Denver-based Davis Graham &
Stubbs LLP, the company's local counsel.
e four law firms and Newmont's three
financial advisers would liaise constantly
over the next few weeks to make sure every-
one was reading off the same page.
Goldcorp was using its regular counsel at
Cassels Brock & Blackwell LLP in Toronto
and Neal, Gerber & Eisenberg LLP in Chi-
cago as well as two sets of financial advisers.
Everyone agrees it was urgent to get the
deal done quickly. Holiday and New Year's
plans were cancelled.
"In a deal of this size there're always con-
cerns about other alternatives arising, im-
pediments occurring, leaks," says May. "So
we were under marching orders to proceed
as quickly as possible — or even quicker."
Luckily, Goldcorp still had its data room
set up, which helped speed things along.
e company struck a special committee of
independent directors to oversee a friendly
Newmont transaction, and it retained Os-
ler, Hoskin & Harcourt LLP. Alex Gorka,
a corporate partner on the Osler deal team,
says when they got the call "we went from
zero to 100 in a heartbeat."