Value Unleashed

Market Update

Forty-five Canadian M&A transactions closed this past week. Year to date, M&A closed deal count is 5.4% higher than the comparable period in 2016. The Canadian dollar appreciated by 0.43 cents, ending the week at 75 cents. The TSX was down by 1.0% and outperformed the S&P 500 by 1.3% in U.S. dollar terms.

Private equity-backed buyout deals weakened in Q1 2017, in which 970 transactions worth US$53 billion occurred globally compared to 1,058 transactions worth US$89 billion. Large deals were the key driver and made up 57% of deal flow despite being only 7% of total deals. Buyout deal activity was stronger in Europe and Asia versus North America, which saw a slowdown.

The new issue environment for U.S. middle market loans became much more favourable this week as average total leverage rose to 4.7x EBITDA from 4.3x last week while yields remained constant. New issue clearing yields were 0.35% lower than last year’s levels. Private debt funds are becoming wary as returns fall due to an inflow of capital (median net IRR has dropped from 10.6% for 2010 vintage funds to 7.6% for 2014 vintage funds), with almost half of managers identifying valuations as a key challenge.

Valitas Insights: Q1 2017 M&A: Global vs. Canada – Same or Different?

While recent data from Mergermarket and Thompson Reuters provide different aggregate numbers for global Q1 2017 M&A, they share a similar message:  the mega-deal is back.  According to Mergermarket, global deal value increased 8.9% over Q1 2016, to $678 billion from $622 billion while deal count dropped 17.8% to 3,554 from 4,326.  Global dealmakers appear to be responding to current geopolitical uncertainty by focusing their sights on fewer transactions with higher price-tags.

We were curious to find out whether this global trend was reflected in Canadian deal activity.  After all, we’re not facing a contentious election or a Brexit equivalent or an administration fraught with uncertainty (though as noted in a previous article, we would feel the consequences of a U.S. Border Adjustment Tax).  So we took a closer look at the Canadian data, and this is what we found…

It would have been fantastic if Canadian deal activity bucked the global trend. That would have made for a great article.  Unfortunately (from the author’s perspective), however, diving into the Canadian data yielded a similar trend: higher deal value accompanied by lower deal volume.

Drawing on Mergermarket data, total Canadian deal value was US$113 billion, an increase of 20.1% over Q1 2016, while deal volume dropped 24.6% from to 399 announced deals in Q1 2016 to 301 deals in Q1 2017.   This translates into an average deal size of US$375 million, up from US$235 million in 2016. On the mega-deal front and overall, the energy, mining and utilities sector led the way, with several multi-billion dollar deals announced in Q1.  As discussed in last week’s article, we expect more deal activity in the Canadian Oil & Gas sector over the coming months. 

An exclusion of mega-deals[1] yields a somewhat different picture of Canadian Q1 activity.  Mid-market deal value and volume were down, respectively 13.5% and 25.1%, with decreases spread across inbound, domestic and outbound deals.

Looking forward, it is worth noting that the March Mid-Market Mergers and Acquisitions Composite index reached its highest level since October 2014. The index reflects current sentiment and deal activity, and this past month, the higher value was paired with respondent optimism about the U.S. economy.  In Canada, we expect to see lots more activity out of the oil patch, but investors in the broader mid-market may be taking a breath as we all wait for further certainty about U.S.-driven changes to NAFTA and the Border Adjustment Tax. 

Canadian M&A Transaction Summaries

Energy (Announced)

OMERS Administration to Acquire GNL Quintero

OMERS Administration Corp., a Canadian privately owned pension fund, has agreed to acquire GNL Quintero S.A., a Chile-based company that builds and operates a land-based terminal for the reception, unloading, storage, and regasification of liquefied natural gas in the southern hemisphere. No transaction terms were released.

Consumer Discretionary (Announced)

The Blackstone Group and Canada Pension Plan Investment Board to Acquire Ascend Learning

The Blackstone Group L.P. (NYSE:BX), an American private equity, asset management, and financial services firm, and Canada Pension Plan Investment Board, a significant Canadian pension fund sponsor, have agreed to acquire Ascend Learning, LLC, a Providence Equity Partners and Ontario Teachers' Pension Plan Board backed American provider of technology-based educational, curriculum, and assessment solutions. No transaction terms were released.

AutoCanada to Acquire Mercedes-Benz Rive-Sud

AutoCanada Inc. (TSX:ACQ), an operator of franchised automobile dealerships in Canada, has agreed to acquire Mercedes-Benz Rive-Sud, a Canadian company that operates as a dealer of new and used Mercedes cars. No transaction terms were released.

Consumer Discretionary (Closed)

New Water Capital Acquires GSC Technologies

New Water Capital, an American private equity firm, has acquired GSC Technologies Corporation, a Canadian manufacturer of kayaks and watersports equipment, as well as storage and outdoor furniture products. No transaction terms were released.

Consumer Staples (Announced)

McKesson Canada to Acquire Uniprix

McKesson Canada Corporation, a Canadian company that delivers pharmaceutical products and supplies, vital medicines, and information technologies to the health care industry, has agreed to acquire Uniprix Inc., an independent owner and operator of a retail pharmacy chain in Quebec. No transaction terms were released.

Healthcare (Closed)

Incumaker Acquires CEN Biotech

Incumaker, Inc. (OTCPK:QMKR), an American company that provides whole body cryotherapy services, has acquired CEN Biotech, Inc., an independent Canadian biopharmaceutical company that engages in the cultivation, processing, and distribution of medical marijuana. Total transaction value is estimated to be $82.4 million.

McKesson Acquires GMD Distribution

McKesson Corporation (NYSE:MCK), an American pharmaceutical distribution services and information technology company operating internationally, has acquired GMD Distribution Inc., a Canadian pharmaceutical products distributor and logistics support provider. No transaction terms were released.

Financials (Closed)

People Acquires Sirius Benefit Plans

People Corporation (TSXV:PEO), a Canadian company that provides group benefits, group retirement, and human resource services in Canada, has acquired Sirius Benefit Plans Inc., a Canadian company that provides third party administration services. Total transaction value is estimated to be $15.0 million.

Information Technology (Closed)

Enghouse Systems Acquires Tollgrade Communications

Enghouse Systems Limited (TSX:ENGH), a Canadian company that develops and sells enterprise oriented applications software solutions worldwide, has acquired Tollgrade Communications, Inc., an American provider of fault detection hardware and predictive analytics software for electric utility companies and telecommunication service providers internationally. Total transaction value is estimated to be $23.0 million, implying a 0.96x revenue multiple.

Market Track Acquires 360pi

Market Track, LLC, an Aurora Capital Group backed American company that provides subscription-based advertising, brand, and pricing intelligence solutions internationally, has acquired 360pi Corporation, a Canadian provider of cloud-based retail price and product intelligence solutions to retailers and brand manufacturers globally. No transaction terms were released.

HCE Telecom Acquires NET6 Communications

HCE Telecom Inc., a provider of custom and high-speed fiber internet and data solutions to enterprises, government, and other organizations primarily in the Greater Toronto-Hamilton Area, has acquired NET6 Communications Inc., a Canadian provider of data center solutions, hosting, disaster recovery, and call center services. No transaction terms were released.

Active Network Acquires TeamPages

Active Network, LLC, an American company that provides cloud-based activity and participant management and registration software solutions, has acquired TeamPages Inc., a Cardinal Venture Capital backed Canadian company that develops software tools for managing athletic lives and schedules online. No transaction terms were released.

Utilities (Announced)

Capital Power to Acquire Decatur Energy Center

Capital Power Corporation (TSX:CPX), a Canadian company that acquires, develops, operates, and optimizes power generation facilities in North America, has agreed to acquire Decatur Energy Center, LLC, an LS Power Equity Partners backed American company that owns and operates a natural gas-fired combined cycle power generation plant. Total transaction value is estimated to be $585 million.

Other (Closed)

FirstService Acquires Paul Davis Systems of Omaha

FirstService Corporation (TSX:FSV), a Canadian company that provides property services to residential and commercial customers in North America, has acquired Paul Davis Systems of Omaha, Inc., an American company that provides property services including property damage mitigation, reconstruction and remodeling. No transaction terms were released.

[1] With deal value of US$1 billion +