Overview

• Toronto Community Housing Corporation (“TCHC”) is one of North America’s largest landlords housing thousands of Torontonians in dozens of neighborhoods throughout the city
• Regent Park, just east of downtown, was a depressed area with aging buildings requiring regeneration. 
• An ambitious plan was put in place to completely redevelop the area with mixed use building and units, common areas, parks, a community center and street front retail

MPA’s Role and Key Considerations

• MPA was engaged as an Advisor to conduct a review of capital needs and potential funding strategies regarding the Regent Park redevelopment. This included activities such as reviewing TCHC financials and  capital cost dynamics, and presenting potential funding strategies 
• TCHC ultimately decided to proceed, and this culminated in various subsequent mandates:
  • To assist with obtaining a credit rating to access the Canadian debt market 
  • Advisor on the execution of the company’s capital market strategy of a $250 million IPO
  • Advisor and execution of a follow-on bond issue of a $200 million IPO
• Across these mandates, MPA played a key role in assessing the credit rating, advising throughout the process with S&P, advising throughout the Request for Proposal process, negotiating, providing key documents, and providing strategic recommendations

Outcome

• All transactions were concluded successfully and within required timelines, supporting what is a great example of redevelopment of a depressed neighborhood with mixed market housing

Overview

• Yee Hong Centre for Geriatric Care (“Yee Hong”) is a provider of long-term care (“LTC”) services with four LTC homes, totaling 805 beds in the Greater Toronto Area
• MPA was retained by Yee Hong to advise on the best financial path to serve Yee Hong’s existing and future capital needs

MPA’s Role and Key Considerations

• In consultation with Yee Hong management, MPA conducted a thorough review of Yee Hong’s background, history, plans for the future, position in the market, among many other factors in its initial assessment of the situation
• An extensive market canvas was conducted to determine the nature and level of interest in Yee Hong
• MPA conducted an assessment to determine and evaluate the best financing options available to Yee Hong
• Based on Yee Hong’s decision, MPA executed on a refinancing deal that would best address Yee Hong’s financing priorities
• Throughout execution, and given the dynamic and ever-changing economic conditions, MPA regularly updated its assessment and presented material changes to Yee Hong to ensure that the chosen path was still current and optimal
• Yee Hong already had some existing mortgages on the books that were limiting their access to capital and restraining growth

Outcome

• MPA met Yee Hong’s goals of maximizing access to capital by refinancing senior debt, minimizing cost, and executing as quickly as possible, thus promoting the quality-of-care services of the LTC homes

Overview

• BC Housing, Manitoba Housing, and Social Housing Services Corporation (Ontario), as part of Housing Partnership Canada recognized the lack of access to efficient financing in the affordable housing sector and wanted to investigate the possibility of creating a housing finance entity which would aggregate capital needs of the sector and access the capital markets on their behalf

MPA’s Role and Key Considerations

• MPA was first engaged to conduct a market study and report of the affordable housing sector in Canada and the feasibility of creating a brand-new affordable housing finance entity that would aggregate the capital needs of affordable housing developers all over Canada and access the debt capital markets to serve those capital needs
• This culminated in various subsequent mandates:
  • Engaged to assist with the creation of all aspects of affordable housing finance entity 
  • Engaged to assist with obtaining a credit rating to access the Canadian debt market 
  • Engaged for the execution of the company’s capital market strategy of a $33M IPO
• Across these mandates, MPA conducted several financial analyses, prepared key documents such as a business case, assessed the appropriate credit rating, provided guidance throughout the Request for Proposal process, assisted in determining issue pricing, and negotiated both the underwriting engagement letter and the S&P engagement

Outcome

• HIC’s initial offering of long-term fixed rate capital markets debt is supporting a number of very important affordable housing projects in different locations of Canada
• It is expected that this platform will be used for years to come delivering efficient financing to developers of affordable housing across Canada

Overview

• The COVID 19 pandemic has had a significant impact on the Long-Term Care (“LTC”) sector in Ontario, and in particular with respect to the health and safety of LTC residents and staff. Thus, Ontario Government announced Development Grant program to further incent new construction of LTC beds
• Ontario’s Long-Term Care COVID 19 Commission has a mandate to investigate how and why COVID 19 spread in long term care homes, what was done to prevent the spread, and the impact of key elements of the existing system on the spread

MPA’s Role and Key Considerations

• MPA was engaged by the Commission to provide an expert report and testimony 
• MPA reviewed the funding model for LTC, to understand and analyze its relationship to the continued viability of LTC homes
• Assessed how the funding model affects the replacement of older LTC homes, since this relates to the construction of net new homes, and the demand for net new LTC beds
• Evaluated the various impacts of the funding model on the viability, incentives and future involvement of various classes of providers. In particular, the ongoing involvement of Commercial providers vs. Mission Driven providers has become an important topic, particularly with respect to the development of new LTC homes

Outcome

• The Commission’s official report referenced Morrison Park in Chapter 1 and recommended one of the options proposed, ultimately contributing to the prevention of COVID-19 spread in LTC homes

Overview

• Ascot Resources (TSX:AOT) announced Ccori Apu’s C$50 million strategic investment for 19.9% of the pro forma ownership accompanied by a streaming deal with Sprott Streaming and Royalty
  • The strategic investment consists of 48.5 million common shares of Ascot at a price of C$0.41 per common share for gross proceeds of C$19,885,000 and 60.0 million common shares of Ascot that qualify as “flow through shares” at C$0.50 per CDE common share for gross proceeds of C$30,000,000

MPA’s Role and Key Considerations

• Poderosa’s shareholder Ccori Apu was introduced to Ascot Resources during the PDAC 2022 when broader discussion began, and the idea of a strategic partnership was established
• MPA’s deal team together with its partner firm SUMMA in Peru advanced discussion in Peru outlining various merits for a transaction as well as representing to Ascot the benefits of securing a strategic partner at this stage of the company
• MPA was engaged by Ascot Resources as an Advisor with respect to its proposed offering of securities to Ccori Apu by way of a private placement, to define deal terms and execute in an expeditiously manner

Outcome

• Ccori Apu relied on MPA’s mining deal experience in Canada while Ascot Resources relied on MPA determining the best financing structure 
• Ascot Resources announced the completion of the strategic equity investment by Ccori Apu of $45 million, a portion of which was structured as Canadian Development Expenditures flow through shares, equating to gross proceeds of $50 million

Overview

• Zest Communities (“Zest”) owns The Village at St. Elizabeth Mills, the only large-scale seniors’-oriented community in Canada
• Zest developed a 10-year plan for the community and tried for several years to implement this plan and refinance the asset in order to unlock the significant development value (~ 1.5M buildable ft² of new development opportunity), but the company’s complicated corporate structure impeded the process
• Several institutional lenders and capital groups had attempted to underwrite the opportunity without success

MPA’s Role and Key Considerations

• MPA was engaged as an Advisor to assess how best to reorganize the company’s capital and legal structure and refinance its primary asset. Zest’s capital structure at that time prevented the company from developing its land assets
• Zest ultimately decided to proceed with MPA’s restructuring recommendations, and this culminated in subsequent mandates:
  • Engaged to restructure the company
  • Engaged to assist with segregating three business divisions into separate entities
  • Engaged to assist in arranging $75 million in strategic debt to finance its business divisions

Outcome

• The nature of the company’s legal and financial structure necessitated a non-traditional capital structure and plan which included converting from declining balance life leases to market equity life leases 
• Successful restructuring unlocked over $75 million in additional value for Zest Communities and allowed them to execute their master development plan

Overview

• Prior to the transaction, Andean Precious Metals Corp. (“Andean”) owned and operated a silver mine in Bolivia with annual production of ~5 Moz Ag
• Andean was looking to diversify into North Americas with a focus on producing or near-term producing precious metal assets

MPA’s Role and Key Considerations

• MPA was engaged as an Exclusive Financial Advisor to Andean with respect to certain strategic alternatives 
• MPA understood the Andean’s need for geopolitical diversification and to alleviate their single asset risk which both impacted the valuation and market awareness of the Client
• After an extensive review of acquisition targets, Golden Queen Mining which wholly owns and operates the Soledad Mountain mine and heap leach operation in Kern County, California, was identified as an attractive opportunity for the Client to pursue
• MPA successfully positioned the Client in a competitive auction process as the frontrunner with an attractive deal structure for the Client and assisted with site visits, due diligence process, internal and external marketing material, and definitive documentation

Outcome

• Andean announced its acquisition of 100% interest in Golden Queen Mining Company LLC for US$66 million
• The transaction structure achieved management’s goal of preserving the company’s liquidity to pursue other growth opportunities while significantly increasing annual production 

Overview

• MPA acted as exclusive financial advisor to The Fertility Partners (“TFP”) on its equity and debt capital raise via private placement
• TFP is a world-class business partner of choice for fertility centres around the globe. TFP serves the needs of both fertility clinic owners considering a partnership and patients looking for a top-tier fertility center to realize their family dream
• TFP’s goal is to be a world class business partner of choice for leading fertility clinics in North America

MPA’s Role and Key Considerations

• MPA was engaged by TFP to lead the transaction as the exclusive financial advisor
• MPA’s deal team put together comprehensive marketing documents, refined TFP’s financial models, identified and contacted several types of target investors
• The deal team led the review of investment proposals, discussions and negotiations with counterparties which included several rounds of Q&A and presentations, and facilitated the due diligence process

Outcome

• Due to MPA’s financing execution expertise, the transaction was undertaken and closed expeditiously during the COVID-19 pandemic
• MPA helped TFP secure $90M in investment, with equity financing provided by Peloton Capital Management, and Debt Financing by BMO

Overview

• Spark Power Group Inc. (“Spark Power’ or the “Company”) received a non-binding proposal from American Pacific Group (“APG”) to acquire all the common shares of the Company (other than shares held by the founders) in a going private transaction for $1.25 (the “Original Proposal”). A revised offer followed, wherein APG reduced its proposed consideration to $0.825 per share in cash ”) to acquire all the common shares of the Company (including shares held by the founders), based primarily on developments relating to Spark’s financial performance (the “Revised Proposal”) 
• As a result of the Revised Proposal, the transaction was no longer bound by the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions

MPA ‘s Role and Key Considerations

• Upon the receipt of the Original Proposal, the Spark Power Board formed a committee to consider the offer and oversee the execution of the proposed transaction on behalf of the Board
• The Special Committee engaged MPA as financial advisor and requested MPA to provide an opinion as to the fairness, from a financial point of view, of the purchase consideration pursuant to the Revised Proposal
• In considering the fairness, from a financial point of view, of the consideration to be received, MPA performed a number of financial analyses with respect to the Company, including a discounted cash flow analysis, a comparable company trading analysis and precedent transactions analysis. Additionally, as a check, MPA considered other factors and analyses including a leveraged buyout analysis and a transaction premium analysis

Outcome

• MPA determined that the Consideration fell within the range of each of these financial analyses
• Spark Power announced the successful completion of the transaction at a price of $0.825 per share, representing an 83% premium to the 30-day VWAP

Overview

• SaskCentral and Equitable Bank (a subsidiary of TSX-listed Equitable Group) jointly announced a strategic transaction whereby Equitable Bank would acquire 100% of Concentra Bank
  • The Purchase price is a formula equal to 84% of the at-Closing Book Value of Concentra, plus $30 million
• In addition to being the controlling shareholder of Concentra, SaskCentral is the liquidity manager and key consulting service supplier for Saskatchewan’s credit unions
  • Concentra Bank is a Schedule 1 Chartered Bank with $11.8 billion of assets
  • Concentra Bank is owned 84% by SaskCentral and 16% by certain minority shareholders 

MPA’s Role and Key Considerations

• The Board, under the direction of the Transaction Oversight Committee, engaged MPA as financial advisor and requested MPA to provide an opinion (the “Fairness Opinion”) as to the fairness, from a financial point of view, of the Consideration to be paid to SaskCentral under the proposed Transaction
• MPA performed a number of financial analyses with respect to the Company to better understand the en bloc sale value of the enterprise, including a discounted cash flow (DCF) analysis, comparable company trading analysis, and a precedent transactions analysis

Outcome

• MPA determined that the Consideration fell within the range of each of these financial analyses
• Equitable Bank announced the completion of Concentra Bank for a premium of $35.7 million to its $459.7 million book value of common equity

Overview

• Aston Hill and Front Street Capital announced a merger agreement to create a new, leading independent asset management firm
  • The structure of the deal gives Front Street partners ~46% ownership in the combined company, and Aston Hill shareholders ~41%

MPA’s Role and Key Considerations

• MPA was engaged to provide fairness opinion to the Special Committee on the consideration to Aston Hill’s debenture holders
• MPA conducted financial analyses with respect to the Debentures and the Debenture Consideration, under a variety of scenarios for prospective business and financial performance of the Company on a standalone basis and under the Transaction
• The valuation and the Final Short Form Prospectus considered:
  • The unaffected trading value of the debentures versus the aggregate principal outstanding and the current trading values
  • General company outlook including capital structure, ability to repay / finance current obligations and recent performance
  • Out-of-the-money debentures and inability to initiate actions by the Debenture holders

Outcome

• MPA found the Debenture Consideration to have a higher value than the Debentures over a reasonable range of such scenarios, thus concluding that the Debenture Consideration provided pursuant to the Transaction was fair
• Aston Hill Financial and Front Street Capital announced the completion of the merger, creating LOGiQ Asset Management Inc., with a total AUM of $3.1 billion

Overview

• Baffinland Iron Mines Corporation (Baffinland) is a Canadian mining company that produces high grade ore on the Baffinland island
• The board of Baffinland endorsed a joint takeover bid by ArcelorMittal and Nunavut, where ArcelorMittal would own 70% and Nunavut 30%. In connection with the takeover bid, a group of shareholders representing 0.8% of the outstanding shares of Baffinland dissented their shares. The dissent resulted in a statutorily mandated and court ordered appraisal proceeding between the joint bidders and the dissenting shareholders to fix the fair value of the Baffinland shares

MPA’s Role and Key Considerations

• MPA was engaged by Counsel to provide expert opinion evidence for use in an ongoing proceeding before the Ontario Superior Court of Justice to assess the fair value of common shares of Baffinland held by dissenting shareholders
• The mandate consisted of auction processes and hostile takeover bids
• Increased complexity of joint bids, the timing of such bids in the context of an auction process and its effect on final bid price
• As part of its opinion, MPA provided evidence regarding;
  • Applicable valuation methodologies utilized by potential acquirors of the company and
  • M&A auction dynamics, consortium bidding dynamics, shareholder rights plans and support agreement provisions in the Canadian hostile takeover environment

Outcome

• The courts accepted and relied upon MPA’s evidence in making its decision, including evidence relating to auction process dynamics and fair value
• The judge concluded that market evidence supports overwhelmingly, in his view, a determination of fair value at the takeover bid price of $1.50 

Overview

• Mobilicity (formerly DAVE Wireless) was a new wireless entrant resulting from the CRTC 2008 spectrum auction
• Service was launched in 2010, but Mobilicity faced strong competition from the incumbent wireless operators and financial headwinds in funding the network build-out
• Consequently, Mobilicity pursued several sales attempts over the years, one of which was to Telus
• The proposed Telus transaction was approved by the Mobilicity Board and stakeholders, but it was prohibited by the Competition Bureau

MPA ‘s Role

• Morrison Park was retained by the special committee of Mobilicity to provide a fairness opinion under a CBCA plan of arrangement during a sale attempt to Telus

Outcome

• The proposed Telus transaction was approved by the Mobilicity Board and stakeholders, but it was prohibited by the Competition Bureau
• Mobilcity was ultimately acquired by Rogers out of bankruptcy in a $440M offer that included concessions to the CRTC and Industry Canada for the sale of spectrum to Wind Mobile

Overview

• MPA was brought into Long-term Relationship Agreement (“LTRA”) negotiations when the three First Nations and Greenstone Gold Mines had reached an impasse that seemed insurmountable
• MPA evaluated the situation, developed independent financial models and worked closely with the First Nation’s advisors and the project owner

First Nation Communities Advised

• Animbiigoo Zaagi’igan Anishinaabek (AZA) 
• Aroland First Nation
• Ginoogaming First Nation

Outcome

• The renegotiated LTRA focused on the commitment towards protecting the environment and supporting the local First Nations social and cultural practices, and provides for environmental monitoring, employment, training, business and contracting opportunities
• The financial terms of the LTRA provides the communities with dramatically higher long-term financial payments that will be made prior to mine construction and during mine production, as well as the development rights for the related power plant development
• Subsequent work has included the development of a waste-heat powered greenhouse opportunity that will enhance long term food security for the First Nations

Overview

• Concordia (“CXR”), a global specialty-generic pharmaceutical company faced competitive and regulatory headwinds putting pressure on its future outlook and near-term debt servicing abilities
• CXR announced its efforts to realign its capital structure by commencing a court proceeding under the Canada Business Corporations Act
• Through the Recapitalization Transaction, CXR obtained new equity in the amount of US$586 million while reducing its total debt load and annual interest payments by approximately US$2.4 billion and US$170 million, respectively

Key Considerations

• View on industry / regulatory challenges and management’s going-forward strategic initiatives
• Improved capital structure
• Pro-forma implied enterprise value vs. going concern values
• Implied securityholder recoveries vs. MPA financial analyses

MPA’s Role and Relevant Factors

• Fairness to the company
• Fairness to each of the securityholders, respectively
• Fairness of the consideration to the securityholders in comparison to a liquidation scenario
• Consideration of certain relative fairness issues

Summary of Terms

• $565 million of new money investment from certain secured / unsecured holders via a Private Placement – proceeds used for partial repayment of secured debt
• Equitization of all unsecured debt

Testimonial

“The MPA team did a great job, and we are delighted with the result. MPA’s dedication, guidance, and advice to Pro Form proved invaluable from the beginning of the sales process to its conclusion. Their reach, expertise, and understanding of our business enabled them to market our company to the buyer community, develop and execute a successful sales strategy, lead the negotiation process, and effectively guide us through due diligence and documentation to a successful close.”

– Jim Speck, CEO of Pro Form Products

Overview

• MPA acted as exclusive financial advisor to Pro Form Products on its sale to Transtar Autobody Technologies, a portfolio company of Blue Point Capital Partners
• Pro Form Products provides refinishing and repair products for automotive, aviation, industrial and marine applications

MPA’s Role and Key Considerations for the Pro Form

• Pro Form Pro Form Products engaged MPA to act as the advisor on its intended sale
• MPA’s deal team put together comprehensive marketing documents and identified numerous potential buyers for the business
• The deal team held numerous discussions with counterparties, surfacing the best offers and eventually executing on a thorough and expeditious due diligence process with Transtar and BPCP

MPA’s Expertise benefited Pro Form

• MPA’s broad network into the national and international automotive aftermarket facilitated surfacing the right buyer for Pro Form
• Due to MPA’s deal expertise, the transaction could be closed expeditiously after entering into s short exclusivity period

Overview

• Covalon is a researcher, developer, manufacturer, and marketer of patent-protected medical products specializing in advanced wound care
• Covalon initiated a Strategic Review process to explore and evaluate strategic alternatives available to enhance shareholder value
• Depressed share price, limited liquidity, and financial issues motivated the process, but also made it more challenging

MPA’s Role and Key Considerations

• MPA was the financial advisor to Covalon’s special committee in its strategic alternatives review process
• MPA conducted an in-depth review of numerous transaction alternatives and analysis of which alternatives maximized Covalon’s objectives
  • Completed a full two-stage sales process for all or parts of the company:
  • Prepared all marketing materials such as teaser, CIM, management presentations 
  • Developed a full financial model as a guide to evaluate proposals
  • Managed and populated the data room for purchasers
  • Lead negotiations with buyers
• Multiple permutations required significant ongoing support from MPA

Outcome

• Divestiture of a non-core asset for a value in excess of the company’s market cap
  • US$30M sale price, realizing a net gain of $C24M over the 2018 acquisition price
• AquaGuard was sold to TIDI Producers, a private equity backed strategic
• Review process has culminated in Covalon’s share price more than doubling

Testimonial

“We interviewed 3 potential advisors before selecting MPA. Once negotiations began, MPA’s experience and expertise came through as their suggested strategies and tactics lead to a great result.”

– D. Brunner, President, Milton Manufacturing Inc

Overview

• The owners of Milton Manufacturing Inc. (MMI) engaged MPA to identify strategic alternatives to sell the company 
• MMI was a market leading niche manufacturer of custom cartridge air filters in Southern Ontario
• The company was owner-operated with strong and consistent historical financial performance, attractive margins and cash flow, and growth opportunities

MPA’s Process

• Consideration of a sale was a highly sensitive subject for the company’s operations. As such, MPA conducted a sales process that would maintain confidentiality and strict control of information
• Performed extensive valuation analysis to guide the client during offers and negotiations
  • Highlighted the drivers of value specific to the client
• Identified a targeted subset of potential acquirers across strategics, family offices, search funds and private equity investors
• Prepared thorough marketing and due diligence materials for both domestic and international investors.  MPA leveraged its IMAP ¹ partners around the world to identify international prospects
• Developed and implemented an effective post-closing transition agreement ensuring a seamless transfer. Outlined processes for: production and scheduling, equipment and maintenance,  sales, office procedures, accounting, and IT
• Worked extensively with legal counsel to ensure that terms initially proposed by the buyer survived in the definitive agreement 

Outcome

• Milton manufacturing was acquired by PleatcoPure, a US private equity backed strategic, for above the company’s target price

Overview

• PowerStream, Enersource, and Horizon Utilities amalgamated to form Alectra,and concurrently purchased Hydro One Brampton Networks, making it one of the largest municipality-owned electricity utilities companies in North America
• At the time, the combined entity had a total of ~C$3.5B in assets 

MPA ‘s Role

• Morrison Park was initially engaged by Powerstream to assist in the opportunity to acquire Hydro One Brampton Networks
• The mandate expanded to advise on a three-way merger between Powerstream, Enersource and Horizon Utilities, in addition to the acquisition of Hydro One Brampton
• We advised and successfully navigated all parties through the complex transaction to position the company amid strategic changes in Ontario’s electricity distribution landscape
• MPA was able develop constructive relationships with Alectra senior management

Key Considerations

• Ability to navigate the interests of multiple stakeholders to get the ideal outcome for our client

Overview

• CDJ Global Catalyst LLC (“CDJ”) announced it would offer to acquire the outstanding common shares of C.A. Bancorp (“CAB”), other than those already held by CDJ 
• CDJ exercised control over approximately 19.9% of the CAB and have received agreements to tender to the offer for approximately 29.4% of CAB’s outstanding shares
• C.A. Bancorp had undergone a process of realizing upon its various remaining investment holdings and periodically distribution a portion of the proceeds to shareholders (“Realization Strategy”) in the years leading up to the transaction

Key Considerations

• The value to shareholders of the Realization Strategy in present value terms on a risk-adjusted basis
• Various scenarios analyzing realizable value of the Company’s underlying investments and portfolio companies, as well as the time, costs and associated risks to realize such values
• Any alternatives to the Realization Strategy which may create value for shareholders

MPA’s Role and Relevant Factors

• MPA engaged by CAB’s Special Committee to provide financial advice and opinions to the fairness of the Consideration to be provided to the common shareholders (other than CDJ)
• Valuation of securities of a publicly traded merchant bank