Franco-Nevada Closes $391M Bought Deal Financing

Franco-Nevada Corporation (NYSE: FNV) (TSX: FNV) announced the closing of a public offering of 9,200,000 common shares (including the full exercise of the over-allotment option) at a price of $42.50 per share for aggregate gross proceeds to Franco-Nevada of $391 million. The offered shares were sold on a bought-deal basis by a syndicate of underwriters led by BMO Capital Markets pursuant to a prospectus supplement.

Previously, on September 15, 2011, Franco-Nevada filed a short form base shelf prospectus in Canada and the US providing for the distribution of common shares, preferred shares, debt securities, warrants and subscription receipts, or any combination thereof, for an aggregate initial offering price of up to $1 billion during the 25-month period that it remains effective.

Franco-Nevada was represented internally in both the filing of the base shelf prospectus and the bought deal financing by Jacqueline Jones, Chief Legal Officer & Corporate Secretary with the assistance of Gowling Lafleur Henderson LLP with a team led by Tina Woodside and including Kathleen Ritchie, Janet Howard, Alexander Lalka and Jason Sonshine (corporate finance); Brent Kerr (tax); Léonard Serafini (Québec securities law and translation); Brian Hughson (Alberta securities law) and Brett Kagetsu (British Columbia securities law). Dorsey & Whitney LLP was US counsel to Franco-Nevada, with a team that included Christopher Barry, Kimberley Anderson and Ali-Reza Allameh.

Stikeman Elliott LLP was Canadian counsel to the underwriters, with a team that included Quentin Markin, Christos Gazeas and Steven Bennett. Paul, Weiss, Rifkind, Wharton & Garrison LLP was US counsel to the underwriters, with a team that included Adam Givertz, Stephen Centa, David Sicular and Tim Phillips.


Brian J. Hughson Tina M. Woodside-Shaw Jason Sonshine Adam M. Givertz A. Brent Kerr David R. Sicular Christos Gazeas Léonard Serafini Kathleen M. Ritchie Alexander W. Lalka


Gowling WLG Dorsey & Whitney LLP Stikeman Elliott LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Gowling WLG