M&A

M&A Roundup: Week Ending March 23

Community Health Systems and Triad Hospitals; Apollo Management and Claire's Stores; Hercules Offshore LLC and TODCO; Hellman & Friedman LLC and Kr...
Tim ReasonMarch 26, 2007

Eight of the top ten North American deals last week topped a billion dollars in value, with the largest deal, Community Health Systems’ $6.3 billion acquisition of Triad Hospitals, demonstrating the continued consolidation of the healthcare industry. At the same time, in keeping with the prevailing trend, five of the top ten deals last week were private equity buyouts, according to data provided to CFO.com by mergermarket.

However, none of the five leading private equity houses — TPG, Blackstone, Carlyle, Bain Capital, and KKR — was involved in any of last week’s deals.

Both Citigroup and Goldman Sachs served as financial advisors on three of the top ten deals last week, while Latham & Watkins advised four of the ten.

Community Health Systems Inc
to buy
Triad Hospitals Inc for $6.3 billion

Triad Hospitals Inc has signed a definitive agreement to be acquired by Community Health Systems Inc. Terms: $54.00 per share of Triad. The offer provides a premium of 9.4 percent based on Triad’s closing share price on 16 March 2007 of $49.36. The implied equity value of the transaction is approx. $4.77bn.
Seller financial advisors:
Lehman Brothers
Buyer financial advisors: Credit Suisse; Wachovia Corporation
Seller legal advisors: Baker Botts (Counsel to special committee); Dewey Ballantine (Counsel to Triad); Davis Polk & Wardwell (Advising shareholders); Debevoise & Plimpton (Advising Lehman Brothers)
Buyer legal advisors: Cravath Swaine & Moore (Advising Credit Suisse); Kirkland & Ellis (Counsel to Community Health Systems Inc)

Clayton, Dubilier & Rice Inc to buy The ServiceMaster Co for $5 billion

The ServiceMaster Company has signed a definitive agreement to be acquired by a consortium led by Clayton, Dubilier & Rice Inc. Terms: $15.625 per share of ServiceMaster. The offer provides a premium of 16 percent based on ServiceMaster’s closing share price on 19-Mar-07 of $13.47. The implied equity value of the transaction is approx. $4.56bn.
Seller financial advisors:
Goldman Sachs; Greenhill & Co; Morgan Stanley
Buyer financial advisors: Banc of America Securities; Citigroup; JPMorgan; Wachovia Corporation
Seller legal advisors: Sidley Austin; Skadden Arps Slate Meagher & Flom (Advising Goldman Sachs)
Buyer legal advisors: Debevoise & Plimpton

Apollo Management LP to buy Claire’s Stores Inc for $2.8 billion

Claire’s Stores has signed a definitive agreement to be acquired by an affiliate of Apollo Management LP. Terms: $33.00 per share of Claire’s Stores. The offer provides a premium of 7.3 percent based on Claire’s Store’s closing share price on 19 March 2007 of $30.76. The implied equity value of the transaction is approx. $3.071bn.
Seller financial advisors:
Goldman Sachs; Peter J Solomon Company
Buyer financial advisors: Tri-Artisan Partners
Seller legal advisors: Simpson Thacher & Bartlett; Sullivan & Cromwell (Advising Goldman Sachs); Holland & Knight (Advising shareholders)
Buyer legal advisors: Bilzin Sumberg Baena Price & Axelrod; Morgan Lewis & Bockius

Hercules Offshore LLC
to buy
TODCO for $2.3 billion

TODCO has signed a definitive agreement to be acquired by Hercules Offshore Inc. Terms: $16.00 plus 0.979 shares of Hercules Offshore per share of TODCO. This represents a value of $42.01 for each share of TODCO. The offer provides a premium of 28.16 percent based on TODCO’s closing share price on 16 March 2007 of $32.78. The implied equity value of the transaction is approx. $2.425bn.
Seller financial advisors:
Citigroup
Buyer financial advisors: Simmons and Company International; UBS
Seller legal advisors: Cleary Gottlieb Steen & Hamilton (Advising Citigroup); Porter & Hedges
Buyer legal advisors: Andrews Kurth; Skadden Arps Slate Meagher & Flom (Advising UBS)

Hellman & Friedman LLC to buy Kronos Inc for $1.7 billion

Kronos Inc has signed a definitive agreement to be acquired by Hellman & Friedman Capital Partners IV, L.P. Terms: $55.00 per share of Kronos. The offer provides a premium of 17.95 percent based on Kronos’ closing share price on 22 March 2007 of $46.63. The implied equity value of the transaction is approx. $1.74bn.
Seller financial advisors:
Jefferies & Company
Buyer financial advisors: Internal
Seller legal advisors: WilmerHale; Latham & Watkins (Advising Jefferies & Company)
Buyer legal advisors: Simpson Thacher & Bartlett

Centerbridge Partners LP; and The Woodbridge Company Limited to buy Eagle Global Logistics Inc for $1.6 billion

EGL Inc has signed a definitive agreement to be acquired by James R. Crane, chief executive officer and chairman of the board, along with investments firms, Centerbridge Partners LP and The Woodbridge Company Limited. Terms: $38.00 per share of EGL. The offer provides a premium of 8.7 percent based on EGL’s closing share price on 16 March 2007 of $34.96.
Seller financial advisors:
Deutsche Bank
Buyer financial advisors: Merrill Lynch; Sagent Advisors
Seller legal advisors: Andrews Kurth; Baker Botts; Willkie Farr & Gallagher (Advising Deutsche Bank)
Buyer legal advisors: Simpson Thacher & Bartlett; Weil Gotshal & Manges

Avery Dennison Corporation to buy Paxar Corporation for $1.3 billion

Paxar Corp has signed a definitive agreement to be acquired by Avery Dennison Corp. Terms: $30.50 per share of Paxar. The offer provides a premium of 26.92 percent based on Paxar’s closing share price on 22-Mar-07 of $24.03. The implied equity value of the transaction is approx. $1.27bn.
Seller financial advisors:
Goldman Sachs
Buyer financial advisors: JPMorgan
Seller legal advisors: Kirkland & Ellis
Buyer legal advisors: Wachtell Lipton Rosen & Katz; Latham & Watkins

Quanta Services Inc to buy Infrasource Services Inc for $1.2 billion

InfraSource Services Inc has signed a definitive agreement to be acquired by Quanta Services Inc. Terms: 1.223 shares of Quanta will be exchanged for each share of InfraSource. This represents a value of $30.13 for each share of InfraSource. The offer provides a premium of 17.4 percent based on InfraSource’s closing share price on 16 March 2007 of $25.66. The implied equity value of the transaction is approx. $1.22bn.
Seller financial advisors:
Citigroup
Buyer financial advisors: Credit Suisse
Seller legal advisors: Latham & Watkins (Advising Citigroup); Ballard Spahr Andrews & Ingersoll
Buyer legal advisors: Akin Gump Strauss Hauer & Feld; Abrams & Laster

Integra Telecom Inc to buy Eschelon Telecom Inc for $710 million

ITH Acquisition Corp has agreed to acquire Eschelon Telecom, Inc for a consideration of $566m, plus in repayment of approximately $144m debt of Eschelon. Under the terms of the agreement, Integra will pay $30 per share for each share of Eschelon, on a fully diluted basis. The offer price of $30 per share represents a premium of 17.23 percent over Eschelon’s one day prior closing price of $25.59 as of 19 March 2007, and a premium of 31.57 percent over Eschelon’s one month prior closing price of $22.8 as of 17 February 2007.
Seller financial advisors:
Jefferies & Company
Buyer financial advisors: Deutsche Bank
Seller legal advisors: Latham & Watkins; Ropes & Gray (Counsel to shareholders); Davis Graham & Stubbs (Counsel to shareholders)
Buyer legal advisors: Perkins Coie

One Equity Partners LLC; Oak Investment Partners; and Rho Ventures to buy Vertrue Inc for $652 million

The management of Vertrue Inc has agreed to acquire the company in a management buyout transaction, and backed by Oak Investment Partners, One Equity Partners LLC and Rho Ventures for $652m. The offer price of $48.50 cash represents a premium of 1.93 percent over the closing price of Vertrue Inc shares at $47.58 as of 21 March 2007, one day prior to the date of announcement and a discount of 2.51 percent over its closing price of $49.75 as of 22 February 2007, one month prior to the date of announcement.
Seller financial advisors:
Jefferies & Company; FTN Midwest Securities
Buyer financial advisors: Lehman Brothers
Seller legal advisors: Sullivan & Cromwell
Buyer legal advisors: Morgan Lewis & Bockius (Advising One Equity Partners LLC); Dechert (Advising One Equity Partners LLC)

source: mergermarket