Suncor Energy Inc.'s $2.5-billion share issue has left some investment bankers in Calgary feeling jilted.
Canada's biggest energy company launched the bought deal this week to critical acclaim among investors, who expressed interest in buying at least twice as many shares as Suncor issued. Underwriters will earn more than $80-million in fees, based on the syndicate's 3.25-per-cent cut.
It's the makeup of the syndicate that has some noses out of joint.
Not surprisingly, the deal is led by the investment arms of major banks: Toronto-Dominion Bank, Canadian Imperial Bank of Commerce and J.P. Morgan Chase. However, the other 12 underwriters are all also lenders to Suncor, including foreign players with little presence here.
Notably absent are Calgary-based boutique dealers and national independents, which are slowly gaining back business after a dismal 2015, when the oil-patch downturn squelched the deal flow and forced many to make deep cuts to their work forces.
"The domestic and the U.S. banks make sense. But to the extent they shut out other local players to give small syndicate positions to foreign banks with no real presence here, who employ no people here, and where no one relies on their research, makes no sense to me," one executive at an independent dealer said.
"They simply don't look like they're a good neighbour in this one. They're domestic. They had the opportunity and choice to support a bunch of Albertans and Canadians who support them in this market. They didn't think to do so."
Local dealers such as Peters & Co. Ltd. and FirstEnergy Capital Corp. as well as national independents such as Canaccord Genuity Group Inc. or GMP Securities, could never lead a multibillion-dollar offering by a large-cap integrated oil company. Their main business is bringing junior and intermediate producers and energy service providers to the capital markets.
However, they play a crucial role in the energy-sector ecosystem – the firms they raise money for are often first to develop important geological plays, and they grow to become senior producers.
To recognize the independents' role, large energy companies traditionally allocate a small portion of their stock sales to them. This might represent as much as 10 per cent of the fees, but typically it's as little as half of one per cent to each of the independent Calgary dealers. On the Suncor offering, energy executives and bankers said the locals would have expected to receive between $1-million and $2-million of the underwriting fees. These firms all have analysts who cover Suncor, and they trade its stock.
Other recent energy offerings, including TransCanada Corp.'s record-setting $4.42-billion issue and Enbridge Inc.'s $2.3-billion offering, included smaller non-lenders such as Peters & Co. Ltd. and FirstEnergy Capital Corp. among the underwriters.
In its prospectus, Suncor is clear that it has lending relationships with all of the dealers in the syndicate. The one independent on the list, AltaCorp Capital Inc., is not itself a lender, but is minority-owned by ATB Financial, which provides credit. ATB is owned by the government of Alberta.
"These are institutions that we do business with and when opportunities such as this come along, we see if they'd be interested in participating, given the ongoing business relationship," Suncor spokeswoman Sneh Seetal said.
Indeed, Suncor has said strengthening its balance sheet is a major priority as it works to pay down debt associated with acquisitions of two interests in the Syncrude Canada Ltd. oil sands project this year. Before it issued the shares, analysts estimated Suncor's funding gap at $5-billion, highlighting the importance of its credit capacity.
Still, some investment bankers questioned why Suncor would favour foreign players such as BNP Paribas, Mitsubishi UFJ Financial Group Inc. and Mizuho Securities, with precious little presence in the Calgary market.
However, one veteran observer points out that lending, trading statistics and client bases are also key factors companies consider when assembling underwriting rosters.
With files from Jeff Lewis and Carrie Tait