Thompson Creek Metals (Blue Pearl Mng)
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A Blue Pearl of a deal
UBS,GMP help small molybdenum producer become a giant
Lori McLeod, Financial Post
Published: Monday, January 29, 2007
As Canada lamented the sale of some of its biggest mining companies to international rivals last year, an unlikely deal vaulted homegrown Blue Pearl Mining Co. on to the world stage.
Formerly a shell with just three employees, Blue Pearl transformed itself into a giant pure-play molybdenum miner through the purchase of a company worth six times its value. Molybdenum, or moly as it is called in the industry, is a metal used to make such products as high-strength, corrosion-resistant steel used in skyscrapers and pipelines.
Investors and industry watchers have lauded Blue Pearl's purchase of Thompson Creek Metals Co. for creating a world-class mining company, and sent the stock soaring to the $8-to-$10-range recently, five times where it was trading a year ago.
To have two producing mines generating significant cash flow and being vended into a small company was very attractive,” said Mark Wellings, managing director of investment banking at GMP Securities L.P., which co-led the financing for the acquisition with UBS Securities Canada Inc.
“You had two recognized operations that were large open pits, with all the equipment, mills and associated processing facilities. These are real world-class moly mines.” The purchase of Thompson Creek by its smaller peer required a significant fundraising effort, with investment banks GMP and UBS helping Blue Pearl secure US$575-million in equity and debt, a huge amount for a company with a market capitalization of around $100-million.
“When you start talking price, it was clear that a company like Blue Pearl, a $100-million market cap, would need an innovative financial solution to afford the transaction,” said Jim Estey, president and chief executive of UBS Securities Canada. “Blue Pearl looked to UBS, and said, 'What could you lend against these assets?' It was on the back of us being able to lend a certain amount that this deal could go through.” The story begins when Ian McDonald, who had previously founded mining firms Wheaton River Minerals Ltd. and Glencairn Gold Corp., bought the Davidson Project, a molybdenum exploration property near Smithers, B.C.
“When we negotiated it in April, 2004, moly was at about US$14 per pound [it is now trading in the US$25 per pound range]. Timing in life is the most important thing, and we were certainly very fortunate,” Mr. McDonald said.
Downstream from Mr. McDonald¹s property was Endako, a producing molybdenum mine majority-owned by 72-year-old Steven Mooney. The founder of Thompson Creek, Mr. Mooney also owned another molybdenum mine in Idaho and an ore processing facility.
When the Davidson mine went into production, Mr. McDonald hoped to be able to haul his ore for treatment at Mr. Mooney¹s smelter. While the companies were hammering out a deal Blue Pearl came out with good exploration results, its stock went up, and Mr. McDonald¹s thoughts instead turned to an acquisition.
“I made them an offer to buy Endako. Mooney came back and said 'If you can raise that much money, because you don't have any of it right now, why don¹t you raise enough to buy the whole thing?'” For Mr. McDonald, who calls himself “a guy who loves the deal,” it was an exciting but daunting suggestion. He enlisted the help of GMP, who he had worked with in the past at Wheaton River.
“All of a sudden Ian¹s in this situation where he¹s saying 'Holy cow, we can buy the whole thing, but its gonna¹ cost us a half a billion bucks. Can we do it?'" Mr. Wellings said. With its institutional and retail client base, large trading desk and experience in the mining sector, GMP was confident it could sell the equity portion of the deal.
At the same time, Mr. Mooney had enlisted the help of the Canadian arm of Swiss investment bank UBS Securities to assist with the sale process. With its global mining expertise and access to the well-developed U.S debt market, UBS had the confidence to commit to the debt financing portion of the deal.
“It was a transaction that involved 30 plus people at UBS,” said Ted Larkin, managing director and head of equity capital markets at UBS. “You had the commodity group that understood molybdenum. You had the credit team that visited all these assets and did the due diligence to make sure we could lend against them.” The combination of an international bank on the debt side and a domestic bank on the equity side made a lot of sense, and was similar to the team-up of GMP and Credit Suisse First Boston when HudBay Minerals Inc. bought Hudson Bay Mining and Smelting Co. in 2004, said Paul Stein, a securities lawyer at Cassels Brock who worked on both transactions.
“The strength and the value-add of UBS was that the vendor had confidence in them. They were able to stand up on the debt side to get the deal done,” he said. “On the equity side the power of that syndicate came from GMP, so it was a very interesting combination.” Mr. McDonald and the investment bankers visited seven cities in 12 days, holding 75 meetings during that time to sell the deal to investors. “When you¹re raising $230-million for a $100-million market-cap company you don¹t leave any stones unturned,” Mr. Estey said.
Blue Pearl ended up funding the purchase with a $230-million public equity offering, a US$405-million term debt facility and a US$35-million equity sale to one of the vendors of Thompson Creek. In addition to the US$575-million purchase price, Mr. Mooney will receive an additional payment of US$125-million in early 2008 if the price of molybdenum doesn't fall dramatically.
The equity portion of the offering rose due to strong demand from investors, even though Blue Pearl was able to price it much higher than originally expected because the stock soared after the acquisition was announced.
“It was quite extraordinary to see a stock rally in the face of a sizeable equity issue,” said Mr. Wellings. “Everyone was interested, we have had clients calling in from everywhere even though we haven¹t provided research.” Mr. McDonald attributes meeting Mr. Mooney¹s criteria, which included a relatively short time line, an all-cash bid and few staff cuts, for helping him seal the deal. This was despite the presence of rival bidders with deeper pockets, rumoured to have included other miners, private equity firms, and billionaire Warren Buffett.
Blue Pearl was recently added to the S&P/TSX composite index. Mr. McDonald is now executive chairman, while former Thompson Creek executive Kevin Loughery has taken on the roles of president and chief executive.
Mr. McDonald acknowledges that Blue Pearl itself is probably a takeover target, but says the company is focused on its operations, with plans including the possible expansion of the Endako mine and completing the final feasibility study for the Davidson property.
Financial Post
nun lasset mal die mounties den schlaf aus den augen reiben und dann geht dat aber UP hier ;-)
und immo sieht das nicht so schlecht aus....mein bauchgefühl meldet GRÜN ;-)
mfg
me
Ich hab' ihe schon vor Tagen 'ne fette türkise Nadel inds Lebenszentrum gesteckt !! hehehe
Beeil Dich! Sonst simma wech! MfG, Strato
und wenn reich macht ;-)
mfg
me
Aber nicht, daß hier jemand auf die Idee kommt, seine Perlen zu verfeuern! *gg*
So, ansonsten gebe ich auch Klaus recht, ich denke ja positiv. ;-) Heute schließen wir auf jeden Fall grün.
LG, Harley
werde dazu meine frau mal befragen....asl patenanwaltsgehilfin ;-)
mfg
me