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Canadian Power VANCOUVER Suite 2400, 745 Thurlow Street Vancouver BC V6E 0C5 CALGARY Suite 4000, 421 7th Avenue SW Calgary AB T2P 4K9 Canadian Power TORONTO Suite 5300, TD Bank Tower Key Developments in 2018 Box 48, 66 Wellington Street West Toronto ON M5K 1E6 Trends to Watch for in 2019 MONTRÉAL Suite 2500 1000 De La Gauchetière Street West Montréal QC H3B 0A2 QUÉBEC CITY 500, Grande Allée Est, 9e étage Québec QC G1R 2J7 NEW YORK, US 55 West 46th Street, Suite 2804 New York, New York 10036 LONDON, UK 125 Old Broad Street, 26th Floor London EC2N 1AR UNITED KINGDOM www.mccarthy.ca email: [email protected] 51 Mergers & Acquisitions Mergers & Acquisitions Authors: Suzanne Murphy, Kerri Lui, Scott Bergen, Maureen Gillis, and Chanelle Bristol Introduction 2018 marked the continuation of strong domestic M&A activity for the Canadian power sector, with an aggregate domestic deal value of nearly US$5.5 billion. Investment in the Canadian power industry by non-Canadian companies has remained stagnant in 2018 with only three publicly reported deals — two from bidders in the United States and one from China — with a total value of US$425 million. Canada M&A Deal Value in the Electricity, Power and Utilities Sectors 8000 7000 6000 5000 4000 $US mm 3000 2000 1000 0 2012 2013 2014 2015 2016 2017 2018 US Inbound 455 470 7,232 691 331 276 262 Non-US Inbound 2,001 55 181 468 1,228 45 163 Canada Domestic 2,946 1,008 1,590 979 474 7,152 5,491 Source: MergerMarket 2018 was another active year for outbound investment in the power sector by Canadian companies in power projects with aggregate deal value of approximately US$28 billion (compared to US$36 billion in 2017). The most significant region for outbound investment in 2018 for Canadian companies was the United States, followed by the European Union, Latin America, Mexico and the Caribbean. Canadian Power mccarthy.ca 52 Mergers & Acquisitions Investments by Canadians Domestically Continuing some of the momentum from a surge in domestic investment in the power sector in 2017, 2018 was another active year for domestic deal activity. Canada Domestic M&A Deal Value in The Electricity, Power and Utilities Sectors 8000 7,152 7000 6000 5000 5,491 4000 2,946 $US mm 3000 2000 1,590 979 1000 1,008 474 0 2012 2013 2014 2015 2016 2017 2018 Canada Domestic Source: MergerMarket The three major players in the Canadian power M&A market for 2018 (based on deal value) were Enbridge Inc., NextEra Energy Partners, LP and Canada Pension Plan Investment Board (“CPPIB”). In line with its announced intention to focus on expanding and growing its business in core markets and selling non-core assets following its merger with Spectra Energy, Enbridge Inc. was party to two major transactions in 2018. On May 9, 2018, Enbridge announced that it had agreed to sell 49% of its interest in select North American onshore renewable power assets and 49% of its interests in two German offshore wind projects (Hohe See, and related expansion) to CPPIB for US$1.35 billion. The North American assets included wind and solar assets in four Canadian markets and two operating assets in the United States. McCarthy Tétrault assisted Enbridge with Canadian due diligence matters on this transaction. Enbridge also agreed to dispose of Enbridge Gas New Brunswick Limited Partnership and Enbridge Gas New Brunswick Inc., the primary provider of natural gas distribution in New Brunswick, to Liberty Utilities (Canada) LP, a wholly owned subsidiary of Algonquin Power & Utilities Corporation, for US$251 million. One of the other major transactions of 2018 was the disposition by NextEra Energy Partners, LP of its portfolio of wind and solar generation assets in Ontario to CPPIB for US$1.27 billion. McCarthy Tétrault represented NextEra on this transaction. This acquisition by CPPIB, coupled with its aforementioned acquisition from Enbridge, indicate that CPPIB is committed to making significant investments in wind and solar projects. This commitment may continue into 2019, as CPPIB has announced its intention to continue to seek opportunities to expand its power and renewables portfolio globally. mccarthy.ca Key Developments in 2018 – Trends to Watch for in 2019 53 Mergers & Acquisitions Other significant domestic transactions included: AltaGas Ltd. sold 35% of its interests in BC Hydro, which held a one-third stake in Northwest Hydro Facilities to a joint venture the 490-MW Waneta Dam in southeastern controlled by Axium Infrastructure Inc. and British Columbia, exercised a right of first Manulife Financial Corp. for C$922 million in offer to purchase the remaining two-thirds spring 2018 and, in December, announced interest in the project from Teck Resources it would sell its remaining majority stake to for C$1.2 billion, in a transaction that sees the same joint venture for C$1.39 billion. BC Hydro lease the purchased two-thirds McCarthy Tétrault acted for the purchaser’s share back to Teck, superseding a deal lender on this transaction. between Teck and Fortis Inc. Innergex Renewable Energy Inc. Connor, Clark & Lunn Infrastructure completed its acquisition of Alterra Power entered into an agreement to acquire a Corp. for aggregate consideration of majority interest in Bremner Trio Hydro C$1.1 billion, including assumed debt. Corp., which owns two construction- McCarthy Tétrault acted for Innergex on this stage, run-of-river hydropower facilities transaction. aggregating approximately 50 MW, located near Harrison Lake in British Columbia, for undisclosed consideration. McCarthy Tétrault acted for Connor, Clark & Lunn Infrastructure on this transaction. TransAlta Renewables Inc. acquired A consortium of investors led by Axium a number of projects from TransAlta Infrastructure Inc. agreed to acquire a Corporation, including the 20MW Kent minority interest in the K2 wind power Breeze Wind Farm in Ontario, for US$166 facility in Ontario from Pattern Energy million. Group Inc. for US$166 million. Foreign Investments by Canadians In 2018, the majority of investment by Canadian companies in the power sector was in the United States, with a total investment by deal value of US$22.1 billion, followed by aggregate investment in the European Union in the amount of US$3.2 billion. This activity is consistent with the levels of investment into these jurisdictions in 2017. Notably, and in contrast with 2017, 2018 saw no investments by Canadian companies in the power sectors in Oceania and Africa and showed a decrease in investment in the United Kingdom and Asia. Canadian Power mccarthy.ca 54 Mergers & Acquisitions Canada Outbound Investments in Electricity, Power and Utilities ($USmm) 833 3,242 US 1,675 UK 345 Latin America, Mexico & Caribbean EU 22,142 Asia Source: MergerMarket The leading deals by value for Canadian companies investing in the power sector abroad in 2018 included the following transactions: Enbridge Inc. and Spectra Energy Partners Alberta Investment Management LP, a US–based company engaged in the Corporation agreed to acquire a majority transportation of natural gas through stake in Eolia Renovables de Inversiones, interstate pipeline systems and the storage S.C.R., S.A., a Spanish power producer, for of natural gas in underground facilities, US$1.5 billion. agreed to convert all of the incentive distribution rights and general partner economic interests in Spectra held by Enbridge into 172,500,000 newly issued Spectra common units, valued at US$7.2 billion. Enbridge Inc. agreed to acquire all of the Canada Pension Plan Investment Board outstanding shares of Spectra Energy and Votorantim Energia Ltd. acquired a Partners LP for US$3.3 billion. McCarthy controlling stake in Companhia Energetica Tétrault acted as Enbridge’s Canadian de Sao Paulo, a Brazilian hydro generation counsel on this transaction. company, for US$1.2 billion. Enbridge Inc. agreed to acquire all of the Superior Plus Corporation acquired outstanding Class A common units and NGL Propane, LLC, a US–based propane publicly listed shares of Enbridge Energy distribution company, for US$900 million. Partners, LP, a listed US–based energy company, for US$3.5 billion. McCarthy Tétrault acted as Enbridge’s Canadian counsel on this transaction. mccarthy.ca Key Developments in 2018 – Trends to Watch for in 2019.
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