innovative ways to finance your business...innovative ways to finance your business monday, june 6,...
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Innovative ways to finance your business Monday, June 6, 2016
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Speakers Robert Mason Partner Toronto T:+1 416.216.2967 [email protected] Robert Mason represents issuers and investors on alternative finance arrangements and is a leading lawyer in the area of streaming and royalty transactions.
Michael Wahl Associate Toronto +1 416.216.2999 [email protected] Michael Wahl practises corporate and commercial law, focusing on general corporate and commercial law matters, including raising capital, structuring investments, corporate reorganizations, private mergers and acquisitions, and project finance.
David Nowak Managing Partner, Brookfield Asset Management Email: [email protected] Phone: 416-359-8634 Mr. David Nowak serves as the Managing Partner at Brookfield Asset Management Inc. and Brookfield Asset Management Inc., Private Equity. Mr. Nowak has responsibility for transaction origination and execution for Brookfield Asset Management's private equity group.
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Agenda 1. Streaming Transactions – Recent NRF Deals 2. Streaming Transactions – Key Terms 3. Streaming Transactions – Key Negotiation Points 4. Private Equity in Streaming 5. Key Trends in Streaming
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Streaming Transactions
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Streaming Transactions – Recent NRF Deals
• Banro Corporation closed a US$67.5 million gold stream on its Twangiza Mine in February 2016 – RFWB was the purchaser
• Banro Corporation announced a US$50 million gold stream on its Namoya Mine in February 2015 - Gramercy was the purchaser
• Stornoway Diamond Corporation closed a C$275 million diamond
streaming transaction in July 2014 – Orion Co-Investments and the Caisse de dépôt et placement du Québec
acquired a 20% streaming interest in the Renard Diamond Project – Example of a successful mixed financing transaction – C$944 million raised
from a combination of stream, equity and debt.
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Streaming Transactions – Key Terms Price • Typical Pricing (plus inflation adjustment)
– Current pricing is typically a significant discount to spot price but is sometimes a fixed price (eg. US$150/ounce of gold)
Percentage of Production • The stream is usually for a % of a project’s life of mine production
rather than for a fixed number of ounces
Completion tests • Failure to satisfy completion tests may result in refunding of a
portion of the upfront deposit and/or right of the purchaser to terminate the agreement
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Streaming Transactions – Key Negotiation Points Security • Purchaser often takes debt-like security • Security may lighten once the upfront payment is paid back • Inter-creditor agreements are usually essential to streaming
negotiations Termination • In the event of a default by the seller, the stream purchaser may
have the right to terminate the stream agreement • What payments to the purchaser are due on termination?
– The uncredited amount of the upfront payment plus interest – NPV of the stream
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Private Equity in Streaming
• PE has become a significant participant in streaming deals • PE has become a more critical player in stream financing since
2012 –Many mining projects have begun to look more attractive to PE as the
result of falling share prices and valuations –Non-producing mining companies often have fewer alternatives but to
accept PE’s terms
• One notable side-effect of the increased interest by PE in streaming is that mining companies with world-class mines have negotiated improved streaming and royalty terms due to the competition on the buy side.
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Key Trends in Streaming
• Buy-Back Rights • Loosening of Security • Insolvency and Streaming
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Crowdfunding
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Source: CVCA
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Crowdfunding Limits
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Investor: • Non-accredited investors
(Ontario): (i) $10,000 per year and (ii) $2,500 per investment;
• Accredited investors (Ontario): (i) $50,000 per year and (ii) 25,000 per investment;
• Permitted clients (Ontario): no investment limits
Issuer:
• Maximum of $1.5 million per 12-month period
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Crowdfunding Cost Implications
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Transaction Costs
Ongoing Corporate
Governance Costs
Continuous Disclosure and Financial Costs
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Crowdfunding Growth in North America
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Source: Canadian Media Fund
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Brookfield Asset Management Inc. A Global Alternative Asset Management Company Focused on Private Equity, Property, Renewable Energy and Infrastructure
Brookfield Private Equity and Finance
June 2016
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5.7x 6.3x
5.4x 4.1x
4.9x 5.4x 5.3x 5.6x 5.9x 5.9x 5.8x
2.9x
3.5x 4.1x
3.8x
3.7x 3.7x 3.5x 3.2x
3.8x 4.2x 5.3x
8.6x
9.8x 9.5x
7.9x
8.5x 9.1x 8.9x 8.8x
9.7x 10.1x
11.2x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
'06 '07 '08 '09 '10 '11 '12 '13 '14 '15 Q1 '16
Debt Equity
Transaction Multiples and Leverage
LBO purchase price multiples are at historic highs
LBO Purchase Price Multiples
Source: S&P LCD
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0%
1%
2%
3%
4%
5%
6%
Apr-06 Apr-08 Apr-10 Apr-12 Apr-14 Apr-16
Effective Fed Funds Rate
Borrowing Costs
Leverage has been inexpensive over a prolonged period of time
Effective Fed Funds Rate U.S. Corporate High Yield Spread
Source: Federal Reserve Bank of St. Louis, Barclays
0%
5%
10%
15%
20%
25%
Jun-06 Jun-08 Jun-10 Jun-12 Jun-14 Jun-16
U.S. Corporate HY Spread
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19 Cyclical: Credit Markets in Context
Historic period in new-issue credit markets is coming to an end with 2018-2022 maturity wall creating significant opportunity
$126 $151 $100 $47 $95 $68 $152 $158 $106 $149 $148 $53 $181 $302 $246 $368 $399 $356 $293
$9 $28 $57 $60 $44 $34 $58
$90 $154 $187 $325 $388
$72 $38
$155 $229
$301
$670
$467 $326
$31
$0
$200
$400
$600
$800
$1,000
$1,200
High-Yield Volume Institutional Loan Volume
($ in billions)
(1) J.P. Morgan.
US Bond and Leveraged Loan Maturity Profile(1)
US Annual Leveraged Finance New-Issuance(1)
2012 – 2015 Volume: $3.2 trillion
2018 – 2022 Volume: $1.6 trillion
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Credit markets have grown dramatically post-financial crisis and are now dependent upon liquid holders and structured products
2015 US High Yield Ownership(1)
(1) J.P. Morgan. Other includes CBOs. (2) S&P Capital IQ. Annual Primary Institutional market.
Cyclical: Credit Market Ownership
2015 US Leveraged Loans Primary Issuance (Ex-Banks)(2)
US High Yield and Leveraged Loan Outstanding(1)
($in billions)
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Recently constrained liquidity for alternative sources of funding for credit markets will create specialty lending opportunities for alternative credit sources throughout 2016 and beyond
(1) BDC AUM is from Wells Fargo. Price to NAV is based on Cliffwater’s NAV index and price return index . (2) J.P. Morgan. (3) S&P Capital IQ LCD.
BD
C A
UM
(1)
Leve
rage
d Lo
an M
utua
l Fu
nd F
low
s(2)
CLO Issuance and Outlook
• Weaker demand for mezzanine and equity tranches
• Concerns over more loans being downgraded to CCC
• Rising interest rates causing decreased cash flows to equity holders
• Challenges from risk retention
CLO Market Participants Expect a Smaller New-Issue Calendar Throughout 2016(3)
Secular: Trends for Alternative Credit Sources
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22 Credit Market Yields
US high yield and leveraged loan markets have recently repriced risk creating a bifurcated market with many companies unable to access traditional financing sources
US High Yield(1) US Leveraged Loan(1)
BB-CCC Spreads(1)
5%7%9%
11%13%15%17%19%21%
Yield to worst
20-year average =9.49% 20-year median=9.02%
Nov-00 14.80%
Oct-90 19.12%
Dec-08 20.92%
20-May-15 6.46%
(1) J.P. Morgan.
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Alternative sources of capital that drove significant 2010-2015 credit cycle are now compromised
Secular: Credit Markets are Constrained
CLOs
BDCs
High Yield Mutual Funds
Banks • Basel III and Fed regulations – increased capital and structural requirements • Leveraged lending is heavily scrutinized and limited by regulators • Avoid publicity and underwriting risk
• Risk retention regulations: CLO managers must hold 5% of entire structure starting in 4Q16 • Severely reduced CLO issuance and number of viable managers
• Capital is limited by access to public equity markets • Write-downs and questionable business practices have damaged industry’s reputation • Shareholder activism is disrupting traditional lending activities and forcing industry changes
• Retail equity product – highly sensitive to market swings and sentiment • Not a consistent, discerning or reliable market • Price volatility leads to more price volatility – selling follows selling
Constrained
2010 - 2015
• Banks • BDCs
• CLOs • HY Mutual Funds
2016 - Present
Opportunity for Brookfield
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24 Illustrative Corporate Credit Spectrum
Syndication First Lien Bank
Debt Traditional
Private Credit High Yield
Bonds Mezzanine
Loans Distressed
Debt
Loan to Value (“LTV”) 20%-50% 30%-75% 50%-75% 60%-80% 80%-100%
Security Senior Secured Secured Typically
Unsecured Unsecured Varies
Return Target 5%-7% 6%-11% 7%-9% 9%-13% 20%+
Covenants None/Limited Limited Incurrence Only Limited Limited
Low LTV High LTV
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25 Cyclical: Credit Markets in Context
High Yield Funds Report Third Inflow in the Last Twelve Months(1)
Increase in Distressed Trading Levels(1)
An increase in distressed trading levels and investor losses resulted in increased outflows from the high yield market and retail investors
$9 $7
$5 $2
-$3
$2 $6 $4
$4
-$1 -$4
-$1
$2
-$2
$1 $0
-$3
-$14
$5
-$4
$4 $4
$1
-$1 $0
$3 $1 $0
$3
-$1
-$11
-$5 -$7
$4 $2
-$10
$4
$8
-$3 $0
$0
-$8
-$2 -$5
-$3
$9
-$4
-$12
-$4
$5 $5
-$15
-$10
-$5
$0
$5
$10
$15
Monthly High Yield Fund Flows ($ in billions)
(1) J.P. Morgan. Distressed Trading Level data through February 2016.
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Contact
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Robert Mason Partner T:+1 416.216.2967 [email protected]
Michael Wahl Associate 1 416.216.2999 [email protected]
If you have any questions regarding today’s presentation or would like to discuss any of the topics that have been presented, please feel free to stay behind or leave your business card behind and we will be sure to follow-up with you. Thank you.
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Join the conversation
Tweet using #NLawMotion and connect with @NLawGlobal
Connect with us on LinkedIn linkedin.com/company/nortonrosefulbright
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