M&A

Deals: Picking Up Energy

In our M&A Roundup for the week ending June 8, energy and mining properties proved to be hot commodities, with Loews, XTO, and Atlas Pipeline Partn...
Tim ReasonJune 11, 2007

Silver Lake and TPG’s $7 billion buyout of communications network developer Avaya led last week’s M&A dealmaking activity, with only one other buyout making the top 10 deals, the management buyout of Alliance Resources by Blackstone. The relatively calm week saw $22.6 billion worth of deals, according to data provided to CFO.com by mergermarket.

The Energy and Mining sector had an especially strong week of dealmaking, with four of the top ten deals in that sector.

JPMorgan and Citigroup both advised four of last week’s top deals.

Silver Lake Partners; and TPG LLP to buy Avaya Inc for $7 billion

TPG Capital and Silver Lake Capital will acquire Avaya for $17.50 per share, a 4.67 percent premium over Avaya’s June 4 closing share price and 28 percent premium over Avaya’s May 25 closing price. The implied equity value of the transaction, which is expected to close in the fourth quarter, is approximately $7.87 billion.
Seller financial advisor: Credit Suisse
Bidder financial advisor: Citigroup; Morgan Stanley
Seller legal advisor: Skadden Arps Slate Meagher & Flom; Weil Gotshal & Manges
Bidder legal advisor: Ropes & Gray; Cahill Gordon & Reindel (Advising debt providers JPMorgan and Citigroup)

Loews Corporation to buy Dominion Resources’s Permian Basin, Michigan and Alabama natural gas operations for $4 billion

Loews Corporation has agreed to acquire Dominion’s natural gas operations in the Permian Basin, Michigan and Alabama for $4.025 billion. The transaction includes reserves of approximately 2.5 trillion cubic feet of natural gas. In conjunction with this deal, XTO Energy Inc is acquiring Dominion’s operations in the Rocky Mountains, Gulf Coast, San Juan Basin and South Louisiana for $2.5 billion. Both transactions are expected to close in August, subject to customary closing conditions and adjustments.
Seller financial advisor: JPMorgan; Lehman Brothers; Juniper Advisory
Bidder financial advisor: Not Disclosed
Seller legal advisor: Baker Botts; McGuireWoods
Bidder legal advisor: Vinson & Elkins

Flextronics International Limited to buy Solectron Corporation for $3 billion

Flextronics International Limited will acquire Solectron for $3.89 per share in cash or 0.345 Flextronics shares. The cash consideration represents a premium of approximately 15 percent and the stock consideration represents a premium of approximately 20 percent. The implied equity value of the transaction is approximately $3.537 billion. The acquisition is expected to close by the end of 2007.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Citigroup
Seller legal advisor: Wilson Sonsini Goodrich & Rosati
Bidder legal advisor: Allen & Gledhill; Curtis, Mallet-Prevost, Colt & Mosle; Jones Day (Advising Citigroup)

Health Care Property Investors Inc to buy Slough Estates USA Inc from Slough Estates Plc for $2.9 billion

Health Care Property Investors Inc has won an auction to acquire Slough Estates USA Inc (SEUSA) from Slough Estates Plc (Segro) for a cash consideration of $2.9 billion, including assumption of net debt of $1.2 billion. The consideration represents a premium of about 26 per cent over the IFRS book value of the property assets as of December 31, 2006 and a premium of 44 percent over the net assets of Slough Estates USA on that date. The disposal of SEUSA is a part of Segro’s strategic review process and the company says it will allow it to concentrate on its core business of Flexible Business Space model in UK and Continental Europe. The transaction is subject to Segro’s shareholders approval and customary closing conditions. Closing is expected in the third quarter of 2007.
Seller financial advisor: UBS; Merrill Lynch
Bidder financial advisor: Cohen & Steers
Seller legal advisor: Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Latham & Watkins

XTO Energy Inc to buy Dominion Resources Inc (Rocky Mountains, Gulf Coast, San Juan Basin and South Louisiana) from Dominion Resources Inc for $2.5 billion

XTO Energy Inc has agreed to acquire Dominion’s natural gas operations in the Rocky Mountains, Gulf Coast, San Juan Basin and South Louisiana for $2.5 billion. The transaction includes reserves of approximately 1 trillion cubic feet. In conjunction with this deal, Loews Corporation is acquiring Dominion’s operations in the Permian Basin, Michigan and Alabama for $4.025 billion. Both transactions are expected to complete in August, subject to customary closing conditions and adjustments.
Seller financial advisor: JPMorgan; Lehman Brothers; Juniper Advisory
Bidder financial advisor: Not Disclosed
Seller legal advisor: Baker Botts; McGuireWoods
Bidder legal advisor: Not Available

Atlas Pipeline Partners LP to acquire control of Anadarko Petroleum Corporation’s Midkiff/Benedum System and Chaney Dell System for $1.9 billion

Atlas Pipeline Partners LP will acquire the Chaney Dell and Midkiff/Benedum natural gas gathering and processing systems held by Anadarko Petroleum subsidiaries Western Gas Resources Inc and Western Gas Resources (Weston) Inc for a combined consideration of $1.85 billion. Atlas will acquire a 100 percent stake in Chaney Dell and a 73 percent stake in Midkiff/Benedum from Anadarko. The transaction, which will be effective from July 1 and which is subject to customary closing conditions, is expected to be completed by July 11..
Seller financial advisor: Citigroup; Lehman Brothers; Tristone Capital; UBS
Bidder financial advisor: Wachovia
Seller legal advisor: Fulbright and Jaworski; McKee Nelson
Bidder legal advisor: Jones Day; Ledgewood Law Firm

QIAGEN NV to buy Digene Corporation for $1.5 billion

QIAGEN NV will acquire Digene Corporation for $61.25 per share in cash or $3.545 for each Digene share. The offer provides a premium of 36.8 percent over Digene’s June 1 closing price. For each share, Digene shareholders may choose to receive either $61.25 in cash or 3.545 shares of QIAGEN stock, subject to pro-ration so that the total consideration issued for Digene stock consists of 55 percent cash and 45 percent QIAGEN stock. The cash part of the transaction is valued at approximately $822 million. The equity part of the transaction is valued at approximately $673 million. The implied equity value of the transaction is approximately $1.5 billion. The transaction is expected to close by August or September.
Seller financial advisor: JPMorgan
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Ballard Spahr Andrews & Ingersoll
Bidder legal advisor: De Brauw Blackstone Westbroek; Freshfields Bruckhaus Deringer; Mintz Levin Cohn Ferris Glovsky & Popeo; Sullivan & Cromwell (Advising Goldman Sachs)

SXR Uranium One Inc to buy Energy Metals Corporation for $1.4 billion

SXR Uranium One will acquire Energy Metals Corporation for $1.4 billion. The transaction is expected to close in late July.
Seller financial advisor: GMP Securities
Bidder financial advisor: BMO Capital Markets
Seller legal advisor: Stikeman Elliott
Bidder legal advisor: Dorsey & Whitney; Fasken Martineau

Blackstone Group Holdings LLC to buy Alliant Resources Group Inc. from Lindsay Goldberg & Bessemer LP for $1.1 billion

The management of Alliant Resources Group Inc has agreed to acquire the company from Lindsay Goldberg & Bessemer LP in a management buyout transaction backed by Blackstone Group Holdings LLC for a minimum estimated consideration of $1.1 billion. JPMorgan is arranging financing for the buyer in connection with the transaction, which is expected to close within the next 75 days.
Seller financial advisor: JPMorgan
Bidder financial advisor: Internal
Seller legal advisor: Weil Gotshal & Manges
Bidder legal advisor: Simpson Thacher & Bartlett

Rain/CII Holdings to buy CII Carbon LLC for $595 million

Rain/CII Holdings, the Indian subsidiary of Rain Calcining Ltd (RCOL), has agreed to acquire CII Carbon LLC for a cash consideration of $595 million. The transaction is subject to approval from US antitrust authorities, certain regulatory approvals and customary closing conditions. It is expected to be completed in June.
Seller financial advisor: Not Available
Bidder financial advisor: Citigroup
Seller legal advisor: Not Available
Bidder legal advisor: Not Available

source: mergermarket

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