16 LEXPERT MAGAZINE
|
FEBRUARY 2016
BIG DEALS
COMPILED BY GENA SMITH
DEALS ANALYSIS
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Oil & Gas Oil & Gas
PRAIRIESKY ROYALTY
LTD. ACQUISITION
AND FINANCING
CLOSING DATE: DECEMBER 16, 2015
On December 16, 2015, PrairieSky Royalty
Ltd. (PrairieSky) completed the acquisition
of royalty assets from Canadian Natural Re-
sources Limited (Canadian Natural) for an
aggregate purchase price of $1.8 billion.
In conjunction with the transaction, Prai-
rieSky entered into a non-brokered private
placement of 27 million subscription receipts
for aggregate gross proceeds of approximately
$680 million.
Canadian Natural is one of the largest in-
dependent crude oil and natural gas produc-
ers in the world.
PrairieSky Royalty is the largest fee simple
mineral title land owner in western Canada,
including approximately 5.5 million acres of
fee simple mineral title lands with petroleum
and/or natural gas rights.
Overseeing legal matters in-house for Prai-
rieSky was Cameron Proctor, the company's
Chief Operating Officer.
PrairieSky was represented by Burnet,
Duckworth & Palmer LLP with a team
that included John Cuthbertson, Sean Ko-
rney and Ashley Weldon (energy), Alyson
Goldman and Bronwyn Inkster (securities)
and Heather DiGregorio (tax).
Overseeing legal and tax matters in-house
for Canadian Natural was Paul Mendes,
Vice-President, Legal and General Counsel;
Betty Yee, Vice President, Land; Katherine
Linder, Manager A&D and Legal Counsel;
John Mills, Legal Counsel and Ron Kim,
Controller, Corporate Reporting and Tax.
Canadian Natural was represented by
Osler, Hoskin & Harcourt LLP with a
team that included Robert Desbarats, Janice
Buckingham and Kate Royer (energy), Ed-
ward Rowe and Ted iessen (tax) and Frank
Turner and Kelsey Armstrong (securities).
ANTOFAGASTA ACQUIRES
50% INTEREST IN ZALDÍVAR
COPPER MINE FROM
BARRICK GOLD
CLOSING DATE: DECEMBER 1, 2015
On December 1, 2015, Antofagasta plc (An-
tofagasta) acquired from Barrick Gold Cor-
poration (Barrick) a 50 per cent interest (the
Acquisition) in Compañia Minera Zaldívar
Limitada (Zaldívar) that holds the Zaldívar
copper mine located in northern Chile (the
Zaldívar Mine).
e resulting joint venture combines the
resources and expertise of two global mining
leaders in order to maximize the value of the
Zaldívar Mine.
e definitive agreement (the Definitive
Agreement) entered into by the parties on
July 30, 2015, was reached aer Antofagasta
won a competitive, blind, multi-stage bid-
ding process that commenced on April 23,
2015, for such 50 per cent interest against nu-
merous other contenders that included other
Total Deals Published
multinational diversified copper producers.
Total consideration for the Acquisition
was approximately US$1.005 billion in cash
(including customary closing adjustments).
Pursuant to the Definitive Agreement, An-
tofagasta paid Barrick US$980 million upon
closing of the Acquisition, and will make five
subsequent annual payments of US$5 mil-
lion per year, starting in 2016.
e Zaldívar Mine is an open-pit, heap-
leach copper mine that produces pure cath-
ode copper. e mine is located approxi-
mately 1,400 kilometres north of Santiago
and 175 kilometres southeast of the port city
of Antofagasta.
In 2014, the Zaldívar Mine produced 222
million pounds of copper, at cash costs rang-
ing from US$1.79 to US$1.94 per pound, for
income of US$224 million before taxes.
As of December 31, 2014, the Zaldívar
Mine contained 5.558 billion pounds of
proven and probable copper reserves.
is translates to an estimated 14-year
mine life at current production levels, along
with further upside potential achieved
through exploration.
Upon closing of the Acquisition, Barrick
and Antofagasta will each have a 50 per cent
shareholder interest in the Zaldívar Mine.
e deal team from Antofagasta com-
prised Ivan Arriagada (CEO – Antofa-
gasta Minerals), Andronico Luksic (Vice
President – Business Development), Patri-
cio Enei (Vice-President of Legal), Juan
Andres Morel (Head of Business Develop-
ment), Hector Flores (Head of Business
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Corporate Finance
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12
Mergers and Acquisitions
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8
Cross-border Transactions
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BIG DEALS
JOHN CUTHBERTSON
BURNET, DUCKWORTH
& PALMER LLP
ROBERT DESBARATS
OSLER, HOSKIN
& HARCOURT LLP
DARRELL PODOWSKI
CASSELS BROCK
& BLACKWELL LLP
MELANIE SHISHLER
DAVIES WARD PHILLIPS
& VINEBERG LLP
