Lundin Mining Corporation completed the acquisition of an 80 per cent ownership stake in the Candelaria/Ojos del Salado copper mining operations and supporting infrastructure from Freeport-McMoRan Inc., for approximately US$1.8 billion.
The purchase was funded by a high yield offering of $1 billion of senior secured notes, a C$674 million equity financing and the sale of a stream on Candelaria's and Ojos del Salado's gold and silver production for a US$648 million upfront payment.
Cassels Brock & Blackwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLPadvised Lundin Mining Corporation. The Cassels Brock team comprised Mark Bennett, Cathy Mercer, David Budd, Charles Newman, Alex Iliopoulos, Chad Accursi, Nancy Choi, Alex Pizale, Adria Leung-Lim and Joel McElravy (securities and mining); Chris Norton and Ted Citrome (taxation); Chris Hersh (competition) and Josh Calderon and Carla Potter (financial services). The Paul, Weiss team included Adam Givertz, Dale Sarro, Stephen Centa, Didier Malaquin, Ian Hazlett and Rebecca Vasluianu (corporate); David Sicular (taxation); Reuven Falik (employee benefits); William O'Brien (environmental) and Diane Meyers (bankruptcy). Bofill Mir & Alvarez Jana Abogados was Chilean counsel to Lundin Mining, with a team led by Pablo Mir.
Davis Polk & Wardwell LLP advised Freeport-McMoRan Inc. The Davis Polk team included Paul Kingsley, Marc Williams, Kristen Haase and John Weinstein (corporate); Kathleen Ferrell (taxation); Edmond FitzGerald and Gillian Emmett Moldowan (executive compensation); Stephen Pepper (antitrust and competition); Hayden Baker (environmental) and Lawrence Wieman (credit).
Cahill Gordon & Reindel LLP acted as US counsel and Davies Ward Phillips & Vineberg LLP acted as Canadian counsel for the syndicate of initial purchasers for the high yield offering. BofA Merrill Lynch and Scotiabank were joint book-running managers of the syndicate. The Cahill team comprised James Clark, Michael Sherman, Kimberly Desmarais, Sean Tierney, Jacqueline Bendert, Andrew Jacobs and Colum Weiden. The Davies team comprised Derek Vesey, David Wilson, Josh Kuretzky and Natasha MacParland (banking and capital markets) and Raj Juneja (taxation). Davies Ward Phillips & Vineberg LLP also represented the financial advisor, Bank of America Merrill Lynch, with a team comprising Patricia Olasker and Jason Galbraith (M&A). Fasken Martineau DuMoulin LLP was Canadian counsel to The Bank of Nova Scotia, as administrative agent and lender, and other lenders under the company's existing Senior Secured Revolving Credit Facility with a team comprising John Torrey, Aaron Stefan, Dev Singh and Jason McMurtrie.
Torys LLP assisted Lloyd Hong, Chief Legal Officer and Corporate Secretary, in representing Franco-Nevada Corporation in connection with the stream transaction. The Torys team included Michael Amm, Philip Mohtadi, Sean Adair (corporate and securities); Adam Delean and Yinka Olusoga (debt finance and lending) and Craig Maurice (tax).Cariola Diez Pérez Cotapos y Cía. Ltda. acted as Chilean counsel to Franco-Nevada with a team led by Carlos Pérez-Cotapos.
Maurice Swan of Stikeman Elliott LLP led a team that included Rhoda Aylward, Jonathan Wilson and John O'Conner, acting for the underwriters on the equity financing, which was co-led by GMP Securities L.P. and BMO Capital Markets and including Scotia Capital Inc., Pareto Securities AS, Merrill Lynch Canada Inc., TD Securities Inc., CIBC World Markets Inc., Dundee Securities Ltd., RBC Dominion Securities Inc. and Haywood Securities Inc.
Sidley Austin LLP represented U.S. Bank National Association as trustee and collateral agent in connection with the transaction with a team that included Alan Gabbay, Herschel Hamner, Julie Gremillion, Jamie Benjamin and Laura Seaton. Borden Ladner Gervais LLP served as Canadian counsel to U.S. Bank with a team that included Howard Silverman, William Skelly, Roger Jaipargas, Paul-Michael Rebus and Lisa Hiebert.