BD&P, Norton Rose Fulbright, Blakes, Goodmans, Stikeman Elliott, Torys among legal counsel
Deal: Whitecap, Veren to merge in Canada’s biggest oilpatch deal of the year
Value: $15 billion
Whitecap and Veren’s $15 billion merger, the largest oilpatch deal of the year, leads this week’s major industry transactions. Among the legal counsel in this roundup are BD&P, Norton Rose Fulbright, Blakes, Goodmans, Stikeman Elliott, and Torys.
Whitecap Resources Inc. and Veren Inc. have entered into a definitive agreement to merge in a landmark $15 billion deal, marking the largest transaction in Canada’s oil and gas industry so far this year. The all-share merger will create the largest landholder in Alberta’s Montney and Duverney regions, two of North America’s most important shale plays.
Under the terms of the agreement, Veren shareholders will own approximately 52 percent of the combined entity, while Whitecap shareholders will hold the remaining 48 percent.
Burnet, Duckworth & Palmer LLP is serving as legal counsel to Whitecap, while National Bank Financial Inc. and TD Securities are acting as financial advisors.
Norton Rose Fulbright Canada LLP is serving as legal counsel to Veren, and Blake, Cassels & Graydon LLP is acting as legal advisor to the Special Committee. BMO Capital Markets is acting as financial advisor to Veren, and Scotiabank is acting as financial advisor to the Special Committee.
Whitecap CEO Grant Fagerheim said regarding the deal, “We are excited to bring together two exceptionally strong asset bases to create one world-class energy producer with one of the deepest inventory growth sets of both liquids-rich Montney and Duvernay opportunities, along with conventional light oil opportunities in some of the most profitable plays in the Western Canadian basin.”
Veren President and CEO Craig Bryksa added, “With enhanced scale, deep inventory, and increased free funds flow generation, we're building a business with a differentiated competitive advantage.”
The deal is expected to close before May 30, 2025.
Welltower Inc. agreed to acquire a 38-property ultra-luxury seniors housing portfolio and nine development parcels from Ontario Teachers' Pension Plan for $4.6 billion. The portfolio, valued at $3.2 billion, includes 31 in-place properties in Toronto, Vancouver, and Victoria, with seven additional properties under construction set for staged acquisition between 2025 and 2027. Welltower also plans to acquire nine entitled development parcels in high-demand areas.
As part of the deal, Welltower formed a long-term strategic partnership with Amica Senior Lifestyles, which will continue managing the properties under a RIDEA 5.0 contract. Welltower will acquire a minority stake in Amica’s management company, while Amica retains the majority interest.
Goodmans LLP and Sidley Austin LLP are serving as legal counsel to Welltower.
Stikeman Elliott LLP and Torys LLP are serving as legal counsel to Ontario Teachers, with Goldman Sachs & Co. LLC as lead financial advisor and CIBC Capital Markets and Newmark Group, Inc. also advising.
“We are delighted to announce the acquisition of the Amica portfolio, the highest quality senior housing portfolio in North America,” said Welltower CEO Shankh Mitra. “These communities will join the top echelons of the Welltower portfolio, reflected by their location within the most desirable neighborhoods in all of Canada and ultra-luxe amenities and finishes. Against a backdrop of rapidly growing demand and limited new supply, we expect the portfolio to drive outsized revenue and cash flow growth in the coming years.”
“We also believe that we will be key beneficiaries of Welltower's industry-leading data science capabilities which will help scale our platform,” said Amica CEO Jens Cermak. “Our premium communities appeal to an affluent and sophisticated population across Canada where seniors are empowered to live with freedom, optimism and peace of mind. Our portfolio has witnessed exceptional growth in recent years, and we strongly believe that this momentum can be sustained well into the future.”
Upon deal completion, Welltower will assume $560 million in CMHC-insured debt at a 3.6 percent interest rate.
The deal is expected to close in the fourth quarter of 2025, subject to regulatory approvals and customary closing conditions.
Nutrien Ltd., a Saskatchewan-based provider of crop inputs and services, priced an approximately $1.44 billion (US$1 billion) senior notes offering, comprising $577 million (US$400 million) of 4.5 percent senior notes due March 12, 2027, and $866 million (US$600 million) of 5.25 percent senior notes due March 12, 2032.
Nutrien is the the largest producer of potash, second largest producer of nitrogen fertilizer in the world and generally the second largest in fertilizers worldwide.
Blake, Cassels & Graydon LLP and Jones Day are serving as legal counsel to Nutrien. Skadden, Arps, Slate, Meagher & Flom LLP is advising the underwriters.
Joint book-running managers for the offering include Barclays, BMO Capital Markets, Citigroup, TD Securities, Morgan Stanley, MUFG, Santander, Scotiabank, SMBC Nikko, and PNC Capital Markets. Co-managers include BofA Securities, CIBC Capital Markets, Goldman Sachs & Co. LLC, J.P. Morgan, Rabo Securities, RBC Capital Markets, Wells Fargo Securities, ANZ Securities, and U.S. Bancorp Investments.
The expected net proceeds of approximately $1.43 billion (US$991 million), after underwriting discounts and expenses, are intended to repay Nutrien's $500 million 3 percent senior notes maturing on April 1, 2025, and $500 million 5.95 percent senior notes maturing on November 7, 2025. Pending these repayments, proceeds may be used to reduce outstanding short-term debt, finance working capital, or for general corporate purposes.
