On December 20, 2007, Franco-Nevada Corporation (“Franco-Nevada”) completed an initial public offering of 79,800,000 common shares (including partial exercise of the underwriters' over-allotment option) for approximately $1.2 billion, and on December 31, 2007, the underwriters completed the exercise of the balance of their over-allotment option for an additional 3,000,000 common shares to bring the total gross proceeds of the initial public offering to approximately $1.26 billion.
The syndicate of underwriters was led by BMO Nesbitt Burns Inc. and UBS Securities Canada Inc. and included CIBC World Markets Inc., Citigroup Global Markets Canada Inc., J.P. Morgan Securities Inc., RBC Dominion Securities Inc., GMP Securities L.P., Dundee Securities Corporation, Genuity Capital Markets, HSBC Securities (Canada) Inc., National Bank Financial Inc., Paradigm Capital Inc. and Wellington West Capital Markets Inc.
Franco-Nevada is a resource sector royalty and investment company. Franco-Nevada used the proceeds of the offering to acquire its royalty portfolio and certain other interests from Newmont Mining Corporation (“Newmont”). Franco-Nevada now owns an established portfolio of mining and oil and natural gas royalties and certain equity interests and intends to employ cash flow from its royalty investments to fund new acquisitions and investment opportunities and to pay dividends (when declared). Upon closing of the offering, Franco-Nevada also entered into a US$150 million credit facility (the “Credit Facility”) with a syndicate of lenders led by Bank of Montreal and UBS Securities LLC.
Goodmans LLP represented Franco-Nevada and Newmont with a team that included Jonathan Lampe, Grant McGlaughlin, Mark Spiro, David Redford, Kevin Wilson and James Rickert (corporate/securities), Carrie Smit and Alan Bowman (tax) and Richard Annan (regulatory). Goodmans also represented Franco-Nevada with respect to the Credit Facility with a team that included David Nadler and Elisabeth Cleghorn.
Franco-Nevada and Newmont also received Canadian representation in respect of oil and gas matters from Lawson Lundell LLP with a team that included Andrew Bedford and Jerrold Schramm (energy), Chris Baldwin (mining) and Johanna Fipke, Chandra Snow and Ben Gabriel (energy and corporate) from the firm's Calgary and Vancouver offices. US representation was provided by David Katz (corporate/securities) of Wachtell, Lipton, Rosen & Katz and Bruce Stocks, Sonny Allison and Tim Fete Jr. (corporate/securities) and George Fogg (banking/finance) at Perkins Coie. Blake, Cassels & Graydon LLP acted as special counsel to Franco-Nevada with a team that included Ron Richler (tax), Jeremy Forgie and Liz Boyd (executive compensation), Connie Reeve and Christina Beaudoin (employment).
Stikeman Elliott LLP represented the underwriters with a team that included Quentin Markin, Jay Kellerman, Wendy Yu, and Jillian Kovensky (corporate/securities) in Toronto and Keith Chatwin (oil and gas) in Calgary.
The Underwriters also received US representation from Christopher Cummings and Jonathan Handyside (corporate/securities) at Shearman & Sterling LLP and Australian representation from Duncan Maclean from Minter Ellison. Stikeman Elliott also represented the syndicate of lenders with respect to the Credit Facility with a team that included Daphne MacKenzie, Kelly Niebergall and Erin Zipes in Toronto and Michael Dyck and Kerri Howard in Calgary.