Franco-Nevada completes US$920 million bought deal financing

On February 19, 2016, Franco-Nevada Corporation (Franco-Nevada) completed a cross-border public offering of 19,228,000 common shares, including the exercise in full by the underwriters of the over-allotment option, at a price of US$47.85 per offered share for aggregate gross proceeds to Franco-Nevada of approximately US$920 million.

The offering was underwritten, on a bought deal basis, by a syndicate of underwriters co-led by BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets, and Scotiabank and which included TD Securities Inc., Credit Suisse Securities (Canada), Inc., GMP Securities L.P., Merrill Lynch Canada Inc., National Bank Financial Inc., Barclays Capital Canada Inc., Paradigm Capital Inc., Raymond James Ltd., Canaccord Genuity Corp., Dundee Securities Ltd. and Macquarie Capital Markets Canada Ltd.

Franco-Nevada plans to use the net proceeds of the offering primarily to fund its acquisition of a precious metals stream with respect to production from Glencore Plc’s Antapaccay mine located in Peru. The balance of the net proceeds will be added to the working capital of the company and used for further investments, other general corporate purposes, and/or used to pay down its credit facility.

Franco-Nevada Corporation was represented by an in-house team of Lloyd Hong, Chief Legal Officer and Corporate Secretary and Christian Thatcher, Legal Counsel. Michael Amm, Mile Kurta, Robbie Leibel, Peter Danner, Braden Jebson, Erin Wiley and Alice Lin (corporate/securities) and David Mattingly and Craig Maurice (tax) from Torys LLP provided external support.

The underwriters were represented in Canada by Jay Kellerman, Timothy McCormick, Ryan Kirvan, Aaron Sigal and Rachel Wasserman (corporate) and Jonathan Willson and Katy Pitch (tax) from Stikeman Elliott LLP.

The underwriters were represented in the United States by Adam Givertz, Stephen Centa, Rebecca Vasluianu and Aaron Abramson (corporate) and David Sicular and Amir Cooper (tax) from Paul, Weiss, Rifkind, Wharton & Garrison LLP.