A Blue Pearl of a deal
UBS,GMP help small molybdenum producer become a giant
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
lmcleod@nationalpost.com
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