Deals: Blame Canada

In our M&A Roundup for the week ending July 6, the year-to-date record of $100-billion-plus in activity is led by the biggest deal ever north of th...
Roy HarrisJuly 9, 2007

More than $100 billion worth of deals were announced last week, making it the most active of the year so far for North American M&A. The survey of the week’s top ten deals was dominated by two enormous buyouts, however: the $48-billion purchase of Montreal-based telecommunications giant BCE Inc. — Canada’s largest deal ever — and Blackstone Group Holdings LLC’s $25.6-billion LBO of Hilton Hotels Corp.

Overall, LBOs accounted for $84.8 billion of the week’s transactions, according to data provided to CFO.com by mergermarket.

Canadian activity remained strong in the mining sector as well as in telecom, as evidenced by the $3.6-billion purchase of AUR Resources Inc. by Toronto-based Teck Cominco Ltd.

The BCE deal launched several Canadian investment banks into the top 20 entering the second half. Business at Citigroup, the leader in global and North American activity for the first half, remained healthy, however. It advised four deals last week, more than any other institution.

Teachers Private Capital; Madison Dearborn Partners LLC; and Providence Equity Partners Inc. to buy BCE for $48 billion

The definitive agreement, approved by BCE directors, offers $40.11 per BCE share, a premium of 6 percent. Completion depends on approvals under the Competition Act of Canada, and for the transfer of BCE’s broadcast license and other approvals. The investment group anticipates requiring BCE, Bell Canada, and Bell Mobility to redeem outstanding redeemable debentures maturing up to August 2010, with the acquisition debt financing becoming an obligation of BCE and being guaranteed by some BCE subsidiaries. Equity ownership of BCE will be: Teachers Private Capital will own 52 percent of BCE, with Providence owning 32 percent and Madison Dearborn 9 percent, and other Canadian investors 7 percent. Close is expected in the first quarter of 2008.
Seller financial advisor: BMO Capital Markets; CIBC World Markets; Goldman Sachs; Greenhill & Co; RBC Capital Markets
Bidder financial advisor: Citigroup; Deutsche Bank; Royal Bank of Scotland Group; TD Securities
Seller legal advisor: Blake Cassels & Graydon; Davies Ward Phillips & Vineberg; Lenczner Slaght Royce Smith Griffin; Stikeman Elliott; Sullivan & Cromwell
Bidder legal advisor: Cahill Gordon & Reindel (Advising Citigroup; Deutsche Bank; Royal Bank of Scotland Group; and TD Bank Financial Group as debt providers); Goodmans; Weil Gotshal & Manges

Blackstone to buy Hilton for $25.6 billion

Hilton Hotels’ definitive agreement to be acquired by Blackstone has been approved by Hilton directors. Shareholders in the hotel operator, based in Beverly Hills, Calif., will receive $48.50 a share, a premium of 32 percent. The transaction is expected to close in the fourth quarter. The termination fee for the transaction is $560 million, 3.03 percent of the deal’s value, with a per-share increase of$1.44 required to cover this fee in any superior offer.
Seller financial advisor: UBS
Bidder financial advisor: Banc of America Securities; Bear, Stearns & Co; Deutsche Bank; Goldman Sachs; Morgan Stanley
Seller legal advisor: Sullivan & Cromwell
Bidder legal advisor: Herbert Smith, Gleiss Lutz, Stibbe; Simpson Thacher & Bartlett

Kraft Foods Inc. to buy some biscuits and cereal products business of Groupe Danone SA for $7.2 billion

Kraft, the maker of food and beverage products, has agreed to acquire those businesses of the French dairy products and beverage group, although Danone’s biscuits businesses in Latin America (Bagley) and India (Britannia) are excluded, as is its biscuits business in some European markets, which will be run by current management. The biscuit business acquired in France will not be closed until after three years from signing of the agreement, according to its terms. Kraft is expected to finance the transaction by borrowing the external debt. Danone will use funds generated from the transaction for research and internal development, and will concentrate and expand its business related to fresh dairy products and spring-water based beverages and mineral water. Obtaining Danone’s biscuits and cereal businesses in China, Russia, Poland, Indonesia, Malaysia, and elsewhere will give Kraft operational and production synergies. The transaction is subject to the approval from European competition authorities and other regulatory authorities, customary closing conditions, and Danone’s work council, and is expected to close by year-end.
Seller financial advisor: Citigroup; Lazard
Bidder financial advisor: Goldman Sachs
Seller legal advisor: Bredin Prat (Advising seller)
Bidder legal advisor: Clifford Chance; Sutherland Asbill & Brennan; Arnold & Porter

The Carlyle Group LLC to buy Manor Care Inc. for $5.82 billion

The definitive agreement calls for a $67-a-share price for the Toledo, Ohio-based provider of short-term post-acute and long-term care. Washington, D.C.-based private-equity concern Carlyle is paying a premium of 2.6 percent. The transaction will be financed through a combination of commercial mortgage-backed securities, other debt financing, and equity provided by Carlyle, and is expected to close in the fourth quarter.
Seller financial advisor: Citigroup; JPMorgan
Bidder financial advisor: Banc of America Securities; Credit Suisse; Morgan Stanley
Seller legal advisor: Cravath Swaine & Moore
Bidder legal advisor: Latham & Watkins

Teck Cominco to buy AUR Resources for $3.59 billion

Holders of AUR Resources, an international mining company that acquires, explores, develops and mines mineral properties, will receive Canadian-$30.75 in cash 0.2187 of a Teck Cominco Class B share for each AUR share at full pro-ration, for a total of about Canadian-$41, a premium of 29 percent. Maximum cash to be paid is Canadian-$3.1 billion, with the maximum number of shares to be issued about 22 million. The offer should commence by July 18 and be open for acceptance for at least 35 days. The transaction will be financed with cash reserves on hand.
Seller financial advisor: CIBC World Markets
Bidder financial advisor: Merrill Lynch
Seller legal advisor: Heenan Blaikie; Troutman Sanders
Bidder legal advisor: Lang Michener; Paul Weiss Rifkind Wharton & Garrison

Linn Energy LLC to buy the mid-continent oil and gas properties of Dominion Resources Inc. for $2.05 billion

Linn, focused on the development, exploitation, and acquisition of natural gas properties, will receive oil and gas properties that will provide it with a balanced portfolio of long-life producing reserves and high quality resource and exploitation plays complementing Linn’s current assets and development strategy. Dominion’s strategy involves divesting its exploration and production operations and concentrating on energy infrastructure. Linn intends to finance the transaction with private placement of equity securities valued at $1.5 billion, and expects the transaction to be accretive to earnings and to increase distributable cash flow by $2.52 per unit in the beginning of the fourth quarter. The transaction is expected to close in the third quarter pending receipt of financing and customary closing conditions.
Seller financial advisor: JPMorgan; Juniper Advisory; Lehman Brothers
Bidder financial advisor: Citigroup; Jefferies & Company; RBC Capital Markets
Seller legal advisor: Baker Botts; McGuireWoods (Advising seller)
Bidder legal advisor: Vinson & Elkins

CVC Capital Partners Ltd. to buy Samsonite Corp. from Ares Management LLC, Bain Capital LLC, and Ontario Teachers Pension Plan for $1.54 billion

United Kingdom-based CVC Capital Partners Limited, the UK based private equity firm, has agreed to pay $1.49 per share in cash, a premium of about 12 percent. As part of the deal, CVC will assume approximately $430.6m of Samsonite debt. The private equity concerns own about 85 percent of Samsonite, with remaining 15 percent public. The capital structure of the deal is one-third equity and two-thirds debt. CVC sees a significant potential to continue to grow the business, in particular in Asia, where Samsonite has established sizable businesses in key growth markets. The transaction is expected to close in the fourth quarter pending regulatory approvals from authorities in the U.S. and Europe, and on other customary closing conditions.
Seller financial advisor: Merrill Lynch
Bidder financial advisor: Lehman Brothers; UBS
Seller legal advisor: Skadden Arps Slate Meagher & Flom; Kirkland & Ellis (Advising seller)
Bidder legal advisor: Paul Weiss Rifkind Wharton & Garrison; SJ Berwin

Macquarie Communications Infrastructure Group (MCG); and Macquarie Infrastructure Partners to buy Global Tower Partners from Blackstone for $1.42 billion

Global Tower Partners owns, develops, and provides leasing and management services for antenna sites for the wireless industry. Macquarie Communications (MCG) is an Australia-based investor in communications infrastructure, while Macquarie Infrastructure (MIP) is a U.S.-based diversified fund focusing on infrastructure investments. Terms call for MCG to purchase a 28.7-percent stake in Global Tower, with MIP owning 56.2 percent stake, and management retaining a 4.5 percent holding, and the balance of a 4-percent and 6.6-percent stake to be respectively acquired by other Macquarie entities. The acquisition will be funded by a combination of $906 million equity, existing Global Tower debt, and subordinated debt. Management will contribute $39.5 million, while MCG contributes $261.5 million and other Macquarie consortium members contribute $604.9 million. MCG’s strategy is to expand its infrastructure assets and services, and gain entry in the U.S. services market. Global Tower has a portfolio of 2,500 towers and 4,600 roof-top sites. The transaction is expected to accretive to the cash flow. Global’s revenue was $77.3 million and its EBITDA $41.2 million for 2006. The transaction is subject to customary closing conditions and consent of Committee on Foreign Investment in the U.S., which is expected to be received within 30 days.
Seller financial advisor: Blackstone Group Holdings; Morgan Stanley
Bidder financial advisor: Macquarie Bank
Seller legal advisor: Simpson Thacher & Bartlett
Bidder legal advisor: Spradley & Riesmeyer; Weil Gotshal & Manges

GSO Capital Partners LP to buy Reddy Ice Holdings Inc. for $1 billion

The definitive agreement calls for the Dallas-based producer and distributor of packaged ice to be acquired for $31.25 a share by New York-based GSO, a registered alternative investment manager with about $8 billion in assets under management. The offer provides a premium of 9.6 percent. Debt financing for the transaction has been committed by Morgan Stanley Senior Funding Inc., subject to customary terms and conditions. The agreement permits Reddy Ice to continue paying regular quarterly dividends at its current annual rate of $1.68 a share prior to the merger’s close. If the merger does not close prior to Nov. 1, 2007, the company will be permitted to declare a partial quarterly dividend for the portion of the fourth quarter which occurs prior to the closing based on the current annual dividend rate. Expected close is in the fourth quarter.
Seller financial advisor: Houlihan Lokey
Bidder financial advisor: Not Available
Seller legal advisor: DLA Piper
Bidder legal advisor: Kirkland & Ellis

Walgreen Co. to buy Option Care Inc. for $742 million

A definitive agreement has been signed by the boards of both Buffalo Grove, Ill.-based Option Careand Deerfield, Ill.-based Walgreen. Option Care is a provider of specialty pharmacy services and home infusion pharmacy services to patients with acute or chronic conditions. Walgreen is a retail drugstore chain’ whose product lines include prescription and non-prescription drugs. The $19.50-a-share price offers a premium of 26.6 percent. John N. Kapoor, Option Care’s founder and a 22 percent shareholder, has committed to tender his shares.
Seller financial advisor: UBS
Bidder financial advisor: Peter J Solomon Company
Seller legal advisor: Bryan Cave
Bidder legal advisor: Wachtell Lipton Rosen & Katz

source: mergermarket