Announcement • Nov 09
A strategic consortium led by Cameco Corporation (TSX:CCO), Brookfield Renewable Partners L.P. (TSX:BEP.UN) and Brookfield Global Transition Fund I, managed by Brookfield Asset Management Inc. (TSX:BAM.A) completed the acquisition of Westinghouse Electric Company LLC from Brookfield Business Partners L.P. (NYSE:BBU) and others.
A strategic consortium led by Cameco Corporation (TSX:CCO), Brookfield Renewable Partners L.P. (TSX:BEP.UN) and Brookfield Global Transition Fund I, managed by Brookfield Asset Management Inc. (TSX:BAM.A) entered into an equity purchase agreement to acquire Westinghouse Electric Company LLC from Brookfield Business Partners L.P. (NYSE:BBU) and others for $7.9 billion on October 11, 2022. The Purchase Price is 7.875 billion, which includes an assumption of an estimated $3.4 billion of debt which will remain at Westinghouse, and which is subject to customary purchase price adjustments. The remainder of the Purchase Price will be paid by approximately $4.5 billion of aggregate cash contributions from Cameco and Brookfield Renewable collectively. This equity cost will be shared proportionately between Brookfield and its institutional partners (approximately $2.3 billion) and Cameco (approximately $2.2 billion). Brookfield Renewable, which has significant available liquidity, expects to invest approximately $750 million to acquire an approximate 17% interest in Westinghouse, which will be funded through normal course funding initiatives, including asset level up financings and asset recycling. Cameco has existing liquidity and banking affiliates of CIBC World Markets Inc. and Goldman Sachs & Co. LLC have provided commitments for debt financing facilities for the purposes of the transaction. Cameco will pursue a permanent financing with a mix of capital sources, including cash, debt and equity, designed to preserve Cameco’s balance sheet and ratings strength, while maintaining healthy liquidity. Cameco has entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets and Goldman Sachs & Co. LLC, pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 29,615,000 common shares of Cameco at a price of $21.95 per share (the “Offering Price”), for gross proceeds to us of approximately $650 million (the “Offering”). Cameco intend to use the aggregate proceeds from the Offering, after payment of fees and expenses, to partially fund our share of the acquisition of Westinghouse Electric Company. Brookfield Business Partners expects to generate approximately $1.8 billion in proceeds from the sale of its 44% stake in Westinghouse, with the balance distributed to institutional partners. After giving effect to the transaction, Brookfield Renewable and other affiliates of Brookfield Asset Management Inc. will own a 51% interest in Westinghouse and Cameco will own 49%. Westinghouse reported revenue of $3.3 billion, EBITDA of $701 million and net income of $559 million for the period ended June 30, 2022. Cameco’s share of the purchase price will be funded with a combination of cash, debt and equity. In 2022, the Company secured a bridge loan facility of $280,000,000 as well as $600,000,000 in term loans.
The transaction is subject to the required approval of BBU unitholders that are not affiliated with Brookfield Asset Management, as well as customary closing conditions and regulatory approvals. The transaction was reviewed by the Governance and Nominating Committee of the general partner of BBU. After consultation with its independent financial and legal advisors, the Independent Committee of BBU unanimously determined that the transaction is in the best interests of BBU and recommended to BBU Board that BBU enter into the transaction. BBU board unanimously approved the transaction and has recommended that BBU unitholders vote in favor of the transaction. The transaction was unanimously approved by the boards of directors of Cameco. This transaction was unanimously approved by the independent directors of Brookfield Renewable based, in part, on the recommendation of a committee of independent directors who assessed the fairness of the transaction from a financial perspective. The consortium and BBU have entered into support agreements with BBU unitholders who collectively own approximately 37% of the votes eligible to be cast, to vote in favor of the transaction at the approval meeting. The acquisition of Westinghouse is expected to close in the second half of 2023. As of August 2, 2023, the Competition and Markets Authority opened an investigation in the merger. To assist it with this assessment, the CMA invites comments on the transaction from any interested party till August 16, 2023. The acquisition is expected to close later in 2023. As of September 14, 2023, Deadline for decision whether to refer Brookfield, Cameco, Westinghouse merger for a phase 2 investigation is therefore November 9, 2023. As of October 18, 2023, The European Commission approved the acquisition of Westinghouse. As of November 3, 2023, the transaction received all regulatory approvals and is expected to close by November 7, 2023
The independent committee of Brookfield Renewable received an opinion as to the financial fairness of the consideration from Greenhill & Co. Canada, Ltd., as independent financial advisor, as well as advice from independent legal counsel. CIBC World Markets Inc. and Goldman Sachs & Co. LLC are acting as financial advisors to Cameco on the transaction. RBC Capital Markets and BMO Capital Markets are acting as financial advisors and Amanda Rotkel, Andrew I. Chizzik, Annemargaret Connolly, Benton Lewis, Danek A. Freeman, Devon Bodoh, Jannelle Marie Seales, Jeff L. White, Joe Pari, Karen N. Ballack, Lana Castor, Michael E. Lubowitz, Paul J. Wessel, Philip Rosen, Shawn Brett Cooley, Claudia Lai, Alfonso Dulcey, Alexa Chu Clinton, Olivia J. Greer, Carolyn Stoner, Thomas Goslin, John O'Loughlin, Nathan Cunningham, Michael Naughton, Ivor Gwilliams, Thomas Weatherill, Rebecca Sivitz of Weil, Gotshal & Manges LLP is acting as legal advisor to BBU. TPH & CO., the energy business of Perella Weinberg Partners, is serving as independent valuator and financial advisor and Stikeman Elliott LLP is serving as legal counsel to the Independent Committee of BBU. Christopher M. Barlow and Paul T. Schnell of Skadden, Arps, Slate, Meagher & Flom LLP advised Goldman Sachs & Co. LLC as financial advisor to Cameco Corporation. Robert Alexander. Robert Alexander and Jason Piney of the Bermuda office and Matthew Stocker of the Cayman office of Conyers Dill & Pearman LLP acted as legal advisors to Cameco. Donald Ross, J. D. Weinberg, Patrick Manchester, Charles Carroll, Kerry Burke, Matthew Franker, Peter Schwartz, Daniel Luchsinger, Jason Levy, Darren Teshima and Marty Myers of Covington & Burling LLP acted as legal advisor to Cameco. Amanda Rotkel, Andrew I. Chizzik, Annemargaret Connolly, Benton Lewis, Danek A. Freeman, Devon Bodoh, Jannelle Marie Seales, Jeff L. White, Joe Pari, Karen N. Ballack, Lana Castor, Michael E. Lubowitz, Paul J. Wessel, Philip Rosen, Shawn Brett Cooley, John O'Loughlin, Thomas D. Goslin, Olivia J. Greer, Ivor Gwilliams, Alexa Chu Clinton, Michael C. Naughton, Nathan Cunningham, Claudia Lai, Alfonso J. Dulcey, Thomas Weatherill, Carolyn Stoner, Rebecca Sivitz and Steven M. Margolis of Weil, Gotshal & Manges LLP acted as legal advisor to Westinghouse Electric Company LLC. Luis Pérez de Ayala; Marcos García González; Ana Jorge Báguena; Joaquín Lozano; Nora Oyarzabal of Cuatrecasas, Gonçalves Pereira, S.L.P. served as legal advisors to Cameco Corporation (TSX:CCO). Richard Hall, David J. Perkins, Matthew L. Ploszek, Christopher K. Fargo, Matthew M. Kelly, Jonathan J. Katz, Sarah W. Colangelo, David J. Kappos, Annmarie M. Terraciano and Joyce Law of Cravath, Swaine & Moore LLP acted as legal advisors to Brookfield Renewable in the transaction. Advokatfirman Vinge KB acted as legal advisor to Cameco.
A strategic consortium led by Cameco Corporation (TSX:CCO), Brookfield Renewable Partners L.P. (TSX:BEP.UN) and Brookfield Global Transition Fund I, managed by Brookfield Asset Management Inc. (TSX:BAM.A) completed the acquisition of Westinghouse Electric Company LLC from Brookfield Business Partners L.P. (NYSE:BBU) and others on November 7, 2023. The $280 million (US) bridge commitment that Cameco secured concurrently with the acquisition agreement was not required to complete the transaction and has been terminated.
