M&A

M&A Roundup: Week Ending April 6

KKR's buyout of First Data and Sam Zell's of Tribune Co. top the deal-making in another big week for LBOs, while Xerox adds Global Imaging, casino ...
Roy HarrisApril 10, 2007

Private equity firms had another big week, with Kohlberg Kravis Roberts & Co. agreeing to pay $27 billion to end First Data Corp.’s 15-year run as a public financial-services company that American Express Co. spun out in 1992. The biggest of three leveraged buyouts topping the activity was followed by the $11.7-billion purchase of Tribune Co. by Sam Zell, the Chicago billionaire flush from sale of the Equity Office Properties REIT last year for $33 billion. Other transactions included a $1.7-billion acquisition by Xerox Corp. of Global Imaging Systems Inc., and two purchases of gaming properties, according to data provided to CFO.com by mergermarket

Carlyle Group LLC also found a buyer for two aviation concerns in Dubai Aerospace Enterprise, in separate deals totaling $1.8 billion. Morgan Stanley scored something of a grand slam, advising on the top four deals of the week.

KKR to buy First Data for $27 billion

The deal’s $34-a-share price offers a premium of 26.4 percent.
Seller financial advisor:Evercore Partners; Morgan Stanley
Buyer financial advisor:Citigroup; Credit Suisse; Deutsche Bank; Goldman Sachs; HSBC Bank; Lehman Brothers; Merrill Lynch
Seller legal advisors:Sidley Austin; Sullivan & Cromwell
Buyer legal advisors:Davis Polk & Wardwell; Simpson Thacher & Bartlett

Tribune Acquisition Co (Sam Zell’s acquisition vehicle) to buy Tribune Co. for $11.7 billion

Tribune Co. will go private in a two-part process: a cash tender offer of about $34-a-share for about 126 million shares, to be completed in the second quarter, followed by a merger for the remaining shares. Separately, after the 2007 baseball season the Chicago Cubs unit will be sold along with Tribune Co.’s 25 percent interest in Comcast SportsNet Chicago. The offer is at a premium of 5.9 percent.
Seller financial advisor:Citigroup; Duff & Phelps; Merrill Lynch; Morgan Stanley
Buyer financial advisor:JPMorgan
Seller legal advisors:Davis Polk & Wardwell (Advising Morgan Stanley); K&L Gates; McDermott Will & Emery; Sidley Austin; Skadden Arps Slate Meagher & Flom; Wachtell Lipton Rosen & Katz; Gibson Dunn & Crutcher (Advising shareholders)
Buyer legal advisors:Arnold & Porter; Dow Lohnes; Jenner & Block; Morgan Lewis & Bockius; Cahill Gordon & Reindel (Advising JPMorgan, Merrill Lynch, and Citigroup as debt providers)

Metavante Corp. (shareholders); and Warburg Pincus LLC to buy Metavante from Marshall & Ilsley Corp. for $4.3 billion

Sale of the Metavante software solutions business gives Marshall & Ilsley holders one share of Marshall & Ilsley and one of Metavante stock for every three Marshall & Ilsley shares held. Warburg Pincus LLC will invest $675 million to acquire 25 percent of Metavante, resulting in Alberto-Culver Co. shareholders owning about 75 percent of the shares of Metavante, which will become a new public company.
Seller financial advisor:JPMorgan (Advising Marshall & Ilsley Corporation)
Buyer financial advisor:Morgan Stanley
Seller legal advisors:Sidley Austin; Godfrey & Kahn (both advising Marshall & Ilsley Corporation)
Buyer legal advisors:Wachtell, Lipton, Rosen & Katz (Advising Warburg Pincus)

Xerox to buy Global Imaging Systems Inc for $1.7 billion

Global Imaging sells fo $29 a share, 48.7 percent premium.
Seller financial advisor:Morgan Stanley; Wachovia
Buyer financial advisor:Goldman Sachs
Seller legal advisors:Goodwin Procter
Buyer legal advisors:Cravath Swaine & Moore; Sullivan & Cromwell (Advising Goldman Sachs)

Dubai Aerospace Enterprise to buy Standard Aero Holdings Inc. from The Carlyle Group LLC for $1billion

The transaction, expected to close in the third quarter, is in line with DAE’s strategy of broadening Dubai’s economy by assembling global businesses in aircraft finance, manufacturing, and engineering.
Seller financial advisor:Internal
Buyer financial advisor:Merrill Lynch
Seller legal advisors:Latham & Watkins
Buyer legal advisors:Skadden Arps Slate Meagher & Flom

New World Gaming Partners Ltd. (JV of Publishing and Broadcasting Ltd. and Macquarie Bank Ltd.) to buy Gateway Casinos Income Fund for $767 million

The $21.87-a-share price represents a 25.7-percent premium. The deal will be financed by a combination of equity and debt. New World will also bid for Gateway Casinos 5.35-percent convertible debentures.
Seller financial advisor:RBC Capital Markets; CIBC World Markets
Buyer financial advisor:Macquarie Bank
Seller legal advisors:Lawson Lundell Lawson & McIntosh; Farris Vaughan Wills & Murphy
Buyer legal advisors:Gowling Lafleur Henderson

Dubai Aerospace to buy Landmark Aviation Inc from Carlyle for $766 million

This second DAE deal, with expected completion in the third quarter, reflects the same national strategy cited for the Standard Aero transaction.
Seller financial advisor:Internal
Buyer financial advisor:Merrill Lynch
Seller legal advisors:Latham & Watkins
Buyer legal advisors:Skadden Arps Slate Meagher & Flom

Ameristar Casinos Inc. to buy Resorts East Chicago from Resorts International Holdings LLC for $675 million

Las Vegas-based Ameristar will enter the suburban-Chicago market in Indiana and will diversify its cash flow, enhance its distribution channels, and get a new growth platform in a deal expected to closed in the fourth quarter.
Seller financial advisor:Not Disclosed
Buyer financial advisor:Lazard
Seller legal advisors:Willkie Farr & Gallagher
Buyer legal advisors:Gibson Dunn & Crutcher

Caxton-Iseman Capital Inc. to buy KCP Income Fund for $641 million

The $8.66-a-share price is at a 25-percent premium.
Seller financial advisor:TD Securities; Genuity Capital Markets
Buyer financial advisor:Atlas Strategic Advisors; UBS
Seller legal advisors:Heenan Blaikie; Goodmans
Buyer legal advisors:Paul Weiss Rifkind Wharton & Garrison; Blake Cassels & Graydon

F. Hoffmann-La Roche Ltd. to buy BioVeris Corp. for $555 million

The agreement is at a premium of 58.1 percent.
Seller financial advisor:Houlihan Lokey; Lehman Brothers
Buyer financial advisor:Internal
Seller legal advisors:Shearman & Sterling; Skadden Arps Slate Meagher & Flom
Buyer legal advisors:Davis Polk & Wardwell; Foley & Lardner

source: mergermarket