Macquarie Group (MQG) today announced it has entered into an agreement to acquire Tristone Capital Global Inc. . The acquisition will substantially enhance Macquarie’s energy offering by integrating Tristone’s energy advisory and capital markets capabilities within Macquarie’s global resources activities. This acquisition will create an integrated energy platform, offering advisory, capital markets, research and trading expertise. Tristone is an independent energy advisory firm providing fully integrated corporate finance, acquisitions & divestitures (“A&D”), equity capital markets (“ECM”), and sales, trading and research services. Tristone focuses exclusively on the global energy sector, providing technical and financial services to exploration and production companies, oilfield service and midstream companies, government entities, royalty trusts, limited partnerships and institutional investors worldwide.
John Prendiville, Global Head of Resources for Macquarie Capital said: “Tristone is a highly regarded global independent energy advisory firm and we are delighted to have them join us. The acquisition of Tristone creates a fully integrated global energy group that can offer a full suite of products to our clients in whatever region they exist. The combined business gives us an increased presence in vital energy-sector hubs around the world, particularly in Calgary, Houston, Denver and London, and a new Macquarie presence in Buenos Aires.” Mr Prendiville said. Paul Donnelly, President and CEO of Macquarie Capital Markets Canada, said “Macquarie’s investment in Tristone’s team of highly respected professionals is consistent with our approach of providing clients with extensive industry expertise and international reach in key global industries. It continues the expansion of our advisory and capital markets activities and other related industries including leading pipeline and utility companies who are an important part of our infrastructure business.”
Following a transition period, Tristone will be fully integrated into Macquarie, with its acquisitions and divestitures division to be branded “Macquarie Tristone” The consideration for the acquisition is expected to be approximately C$116 million, comprising two separate components. C$57 million will be paid to the vendors in cash upon financial close as adjusted to reflect the consolidated net tangible assets of Tristone at that time and C$59 million will be payable in exchangeable shares. A subsidiary of Macquarie will issue the Exchangeable Shares to the vendors. These Exchangeable Shares will be held in escrow and released over a 5 year period and the final number is subject to adjustment based on the performanceof the Tristone business over a two year period. Upon release they will be exchangeable on a one-for-one basis for ordinary Macquarie shares subject to certain conditions. The number of Exchangeable Shares issued at Close may be adjusted up or down, depending on the level of advisory revenues earned over a two year period from Close and certain other conditions. In addition, approximately C$15 million of retention securities in the form of Exchangeable Shares and options to purchase Exchangeable Shares will form a retention pool and will be allocated to certain Tristone employees joining Macquarie. This retention pool will be released in equal portions on the 3rd, 4th and 5th anniversaries of Close and subject to continuing employment with Macquarie. No more than 4 million MQG Shares will be issued for Exchangeable Shares; any consideration exceeding that amount will be settled in cash in accordance with the terms of the Exchangeable Shares. Macquarie shareholder approval for the issue of up to the 4 million MQG Shares will not be sought.
Macquarie has had a permanent and growing presence in Canada since opening its first office in 1998. Macquarie employs more than 420 people in Canada with offices in Toronto, Vancouver, Calgary and Montreal. Macquarie’s activities in Canada include advisory and capital markets, specialized asset management, lending, financial markets and institutional broking.