REITs were in the merger spotlight last week, as the $19.8 billion purchase of real estate investment trust Archstone-Smith by Tishman Speyer and Lehman Brothers topped the list of North American deals. Another REIT purchase made the top 10 as well: Morgan Stanley Real Estate’s $5.3 billion purchase of Investa Property Group ranked fourth, expanding in Australia the reach of Morgan Stanley’s properties businesses.

The second-largest deal was the sale of AG Edwards Inc. to Wachovia Corp. for $6.5 billion, which would create the world’s largest brokerage firm.

Meanwhile, private equity activity continued unabated, with four buyouts among the top ten — the largest was Madison Dearborn Partners LLC’s $6.5 billion deal for computer retailer CDW Corp. — and with PE buyouts accounting for more than two-thirds of the total $31.3-billion value of all last week’s deals. The $46.1 billion worth of deals done overall brought the year-to-date value of M&A to $870.3 billion, according to data provided to CFO.com by mergermarket.
Yet again, that result increased the gap over the prior year’s deal-making, which totaled $568.7 billion as of June 1.

Morgan Stanley advised four of last week’s deals, while Lehman advised three.

Tishman Speyer; and Lehman Brothers to buy Archstone-Smith Trust for $19.8 billion

The price is $60.75 per share, a premium of 10 percent. The transaction is expected to close in the third quarter.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: Banc of America Securities; Lehman Brothers
Seller legal advisor: Hogan & Hartson
Bidder legal advisor: Cadwalader, Wickersham & Taft (Advising Bank of America Corporation as debt provider and Lehman Brothers as debt provider and financial advisor); DLA Piper; Kirkland & Ellis (Advising Banc of America Securities); Schulte Roth & Zabel; Venable; Wachtell Lipton Rosen & Katz; Weil Gotshal & Manges (Advising Lehman Brothers); Willkie Farr & Gallagher

Wachovia to buy AG Edwards for $6.502 billion

The definitive agreement calls for a price of 0.9844-share of Wachovia and $35.80 in cash, for a total of $89.50 per share, a premium of 16 percent. The transaction is expected to close in the forth quarter.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Credit Suisse; Wachovia
Seller legal advisor: Wachtell Lipton Rosen & Katz
Bidder legal advisor: Simpson Thacher & Bartlett; Sullivan & Cromwell

Madison Dearborn Partners to buy CDW for $6.47 billion

The definitive agreement prices the purchase at $87.75 per share, a premium of 16 percent. The transaction is expected to close near the end of the third quarter or early in the fourth quarter.
Seller financial advisor: Morgan Stanley; William Blair & Company
Bidder financial advisor: JPMorgan; Lehman Brothers
Seller legal advisor: Sidley Austin; Sullivan & Cromwell
Bidder legal advisor: Kirkland & Ellis; Milbank Tweed Hadley & McCloy (Advising JPMorgan and Lehman Brothers)

Morgan Stanley Real Estate to buy Investa for $5.3 billion

Terms call for a cash price equal to $2.53, per Investa share, with a $6.5-cent per-share dividend, a 14.5-percent premium. The premium is 56 percent above the $1.62 year-end net tangible asset value per share, and values the share capital at $3.87 billion. The deal expands Morgan Stanley’s ventures into global real estate, bringing it Investa’s portfolio of Australian properties.
Seller financial advisor: KPMG Corp Fin; UBS
Bidder financial advisor: Citigroup; Morgan Stanley
Seller legal advisor: Gilbert + Tobin
Bidder legal advisor: Minter Ellison

Thomas H. Lee Partners LP and Fidelity National Financial Inc. to buy Ceridian Corp. for $3.99 billion

The definitive agreement calls for a $36-a-share price, a premium of 5.3 percent. The transaction is expected to close in the 4th quarter of 2007.
Seller financial advisor: Greenhill & Co
Bidder financial advisor: Deutsche Bank
Seller legal advisor: Wachtell Lipton Rosen & Katz
Bidder legal advisor: Cahill Gordon & Reindel (Advising Deutsche Bank); Weil Gotshal & Manges

URS Corp. to buy Washington Group International Inc. for $2.15 billion

The definitive agreement prices the deal at $43.80 in cash and 0.772-share of URS common stock, or a total of $80 per share, a premium of 14.3 percent. The transaction is expected to close in the second half of 2007.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Morgan Stanley; UBS
Seller legal advisor: Jones Day; Wachtell Lipton Rosen & Katz
Bidder legal advisor: Cooley Godward Kronish; Latham & Watkins

The Carlyle Group LLC to buy Niagara Holdings Inc. from CCMP Capital Advisors LLC for $1.5 billion

The sale of Niagara, parent company of PQ Corp., will bring CCMP Capital Advisors nearly $730m for its 84- percent stake in PQ, with the rest stemming from ownership by its management and executives. The acquisition, subject to regulatory review and customary closing conditions, is expected to be completed by the third quarter.
Seller financial advisor: JPMorgan; Lehman Brothers
Bidder financial advisor: UBS
Seller legal advisor: Latham & Watkins
Bidder legal advisor: Debevoise & Plimpton

JBS SA to buy Swift & Co. from Booth Creek Management Corp. and HM Capital Partners LLC for $1.4 billion

The price includes assumption of $1.175 billion in debt. Terms call for JBS to pay $225 million in cash and assumed debt, plus transaction related expenses. The transaction will benefit Swift’s customers, employees, and business partners, while giving JBS access to the Pacific region. It is subject to approval under Hart-Scott-Rodino and other antitrust reviews and customary closing conditions, and is expected to complete in mid-July.
Seller financial advisor: JPMorgan
Bidder financial advisor: Rothschild
Seller legal advisor: Vinson & Elkins
Bidder legal advisor: Greenberg Traurig; Velloza, Girotto e Lindenbojm Advogados Associados

eSpeed Inc. to buy BGC Partners Inc. from Cantor Fitzgerald for $1.3 billion

For the deal, eSpeed will issue 133.86 million shares at an offer price of $9.75 a share to finance the deal. Post transaction, the shareholding of the surviving company will be owned about 16 percent by BCG, 19 percent by Cantor Fitzerald, and 65 percent by public investors. As a consequence of the transaction, BGC will withdraw its proposed initial public offering of its common stock filed with the Securities and Exchange Commission on Feb. 8. The purchase of BGC is expected to be completed by fourth quarter or early in next year’s first quarter.
Seller financial advisor: Cantor Fitzgerald; Deutsche Bank
Bidder financial advisor: Sandler O’Neill & Partners
Seller legal advisor: Morgan Lewis & Bockius; Wachtell Lipton Rosen & Katz
Bidder legal advisor: Debevoise & Plimpton

Veritas Capital to buy Aeroflex Inc. for $1.07 billion

The definitive agreement came after a determination that the Veritas offer was superior to a previous merger agreement with affiliates of General Atlantic and Francisco Partners. Veritas will pay $14.50 per share, a discount of 0.6 percent from Aeroflex’s share price.
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Seller financial advisor: Bear, Stearns & Co; Banc of America Securities
Bidder financial advisor: Internal
Seller legal advisor: Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Schulte Roth & Zabel

source: mergermarket

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