Deals: How Low Can You Go?

In our M&A Roundup for the week ended Sept. 16, the $3.36 billion total is the weakest of the year so far.
Roy HarrisSeptember 17, 2007

After gradually slipping over the past two-and-a-half months, with occasional flurries of big-deal excitement, last week’s quiet merger-and-acquisition market officially left the stratospheric first half behind. The 36 deals with a total value of $3.36 billion were a new low for the year.

Only one deal — BreitBurn Energy Partners LP’s agreement to buy some assets from Quicksilver Resources Inc. — topped the billion-dollar mark in the week ended Sept. 16. And half the top 10 North American deals were valued at less than $300 million, according to data provided to CFO.com by mergermarket.

In the private equity realm, the top reported deal was Platinum Equity LLP’s $500-million purchase of the auto-glass business of PPG Industries.

Year-to-date dealmaking remained stalled at $1.33 trillion.The value of deals at this time in 2006 was $1.04 trillion. Last week, the 52 deals reported amounted to a total value of $9.46 billion, up from $5.52 billion in the week ended Sept. 2, the year’s previous weekly low.

BreitBurn Energy Partners LP to buy Michigan, Indiana, and Kentucky assets of Quicksilver Resources Inc. for $1.45 billion

Los Angeles-based BreitBurn, an oil and gas company, agreed to pay cash and stock for all the natural gas, oil, and midstream assets in the three states from Fort Worth, Texas-based Quicksilver Resources Inc. Terms call for BreitBurn will pay $750 million in cash, with the rest payable in 21.348 million BreitBurn’s shares, at $32.79 a share. BreitBurn reserved the right to increase the cash portion of the total consideration paid and reduce the number of common units issued at closing. The sale, expected to close in November, includes 5,400 producing wells and related gas-gathering and processing systems. Net production from the properties was about 75.4 million cubic feet of natural gas equivalents in the first half. The sale is in line with Quicksilver’s objectives of realizing value for mature assets. BreitBurn also executed a unit purchase agreement for a private placement of $450 million in equity securities, consisting of 16.67 million common units, with a group of 23 institutional investors. br>
Seller financial advisor: JPMorgan
Bidder financial advisor: Credit Suisse
Seller legal advisor: Fulbright and Jaworski
Bidder legal advisor: Vinson & Elkins; Latham & Watkins

General Cable Corp. to buy Phelps Dodge International Corp. from Freeport-McMoRan Copper & Gold Inc. for $735 million

Highland Heights, Kentucky-based General Cable, which makes and distributes copper, aluminum, and fiber optic wire and cable products, agreed to acquire the Coral Gables, Florida-based wire and cable business of Freeport-McMoRan, the mining company based in Phoenix. PDIC was part of Freeport’s acquisition of Phelps Dodge Corp. in March. The latest acquisition is expected to add $1.4 billion to General Cable’s revenues, and to be accretive by 20 cents to 30 cents per share, based on results calculated using a 2006 base. General Cable will fund the acquisition through existing cash revolving line of credit and an additional secured interim loan from Merrill Lynch Capital Corp. Freeport expects to generate net proceeds of $620 million, using it to repay debt. The acquisition follows General Cable’s strategy of expanding geographically and strengthening its wire-and-cable position in emerging markets. It sees new cross-selling opportunities and logistical and purchasing synergies. Freeport will focus its resources on other opportunities in mining operations and development projects in the Americas, Indonesia, and Africa. Completion is expected in the fourth quarter.
Seller financial advisor: BlackEagle Partners
Bidder financial advisor: Merrill Lynch
Seller legal advisor: Debevoise & Plimpton
Bidder legal advisor: Blank Rome; Norton Rose; Weil Gotshal & Manges

Compania General de Electricidad SA to buy a 95.4-percent stake in Empresas Emel SA from PPL Corp. for $660 million

Electricity producer Compania General de Electricidad, of Santiago, Chile, made the purchase from Allentown, Penn.-based PPL. In March, PPL had said it intended to sell its Latin American operations, and it sold electricity delivery companies in El Salvador and Bolivia in May and July, respectively, with Chile being the Latin America nation in which it remained. PPL is expected to record a fourth-quarter special after-tax earnings gain in the range of $205 million to 224 million, including gains from the sale, when the deal closes. That is expected to be in mid-November. One option for proceeds from the Latin American sales is to invest in its core business of generating, marketing, and delivering electricity, with other options including a repurchase of debt and common stock.
Seller financial advisor: JPMorgan
Bidder financial advisor: Not Available
Seller legal advisor: Internal
Bidder legal advisor: Not Available

Platinum Equity to buy the automotive glass operations of PPG Industries Inc. for $500 million

Platinum, a Beverly Hills-based private equity firm, agreed to buy the operations from Pittsburgh-based PPG, which supplies coatings, chemicals, glass, fiber glass. The automotive glass operations consist of automotive original equipment manufacture glass and automotive replacement glass and services businesses. Selling the unit, with annual revenues of about $580 million, will help PPG focus on its coatings, aerospace, and optical products businesses. The transaction is expected to close in the fourth quarter.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Not Available
Seller legal advisor: Bingham McCutchen
Bidder legal advisor: Not Available

MediaTek Inc. to buy the cellular operations of Analog Devices Inc. for $350 million

MediaTek is a wireless communications and digital media company based in Hsinchu City, Taiwan. The purchase is of the baseband chipset product lines and certain cellular handset baseband support operations of Analog, based in Norwood, Mass, and specializing in high performance analog, mixed-signal, and digital signal processing integrated circuits. Analog’s handset operations generated revenues of about $230 million last year, and $43 million in this year’s third quarter. MediaTek gets 400 experienced product-development and customer-support employees and an established customer base around the world. The deal is expected to be complete by the end of the year.
Seller financial advisor: Credit Suisse
Bidder financial advisor: Citigroup
Seller legal advisor: WilmerHale
Bidder legal advisor: Davis Polk & Wardwell

PPM Energy Inc. to buy the Klamath Cogeneration Power Plant from the City of Klamath Falls, Oregon, for $291 million

PPM, a Portland, Ore.-based green energy generator, is a subsidiary of Iberdrola SA, the Spanish energy company based in Bilbao. The acquisition will provide financial support to the plant, and enable PPM to serve its clients in northwest and in California.
Seller financial advisor: Seattle-Northwest Securities
Bidder financial advisor: Not Available
Seller legal advisor: Cable Huston Benedict Haagensen & Lloyd; Orrick Herrington & Sutcliffe
Bidder legal advisor: Not Available

Redcats USA Inc. to buy United Retail Group Inc. for $198.9 million

Redcats, a New York-based mail-order and online retailer of apparel, home furnishings, and decor, is a unit of France-based PPR SA. Redcats is offering to acquire all outstanding shares in United Retail, the Rochelle Park, N.J.-based retailer of women’s apparel, footwear, and accessories, for $13.7 per share, representing a premium of 81 percent. The acquisition will enhance Redcats’ position in the women’s plus-size apparel market. United Retail is complementary to Redcats in target customers and national retail store base. The acquisition is expected to close by the end of the year.
Seller financial advisor: Bear, Stearns & Co
Bidder financial advisor: Peter J Solomon Company
Seller legal advisor: Skadden Arps Slate Meagher & Flom
Bidder legal advisor: Wachtell Lipton Rosen & Katz

Biotest Pharmaceuticals Corp. to buy Nabi Biologics from Nabi Biopharmaceuticals for $185 million

Dreieich, Germany-based biopharmaceutical company Biotest, a subsidiary of Biotest AG, agreed to acquire Nabi Biologics, a Boca Raton, Fla.-based strategic business unit of Nabi Biopharmaceuticals for cash. Terms call for inclusion in the deal of the unit’s products, including Hepatitis B Immune Globulin and other plasma business assets, and nine U.S. Food and Drug Administration-certified plasma collection centers across the United States. The transaction is funded by capital increase and a long-term loan issued by Germany’s Commerzbank AG. The transaction is part of the Biotest growth strategy, and will enable it to strengthen its position in the plasma protein business. The transaction is expected to close in the December.
Seller financial advisor: Banc of America Securities
Bidder financial advisor: Deutsche Bank
Seller legal advisor: Hogan & Hartson; Dewey Ballantine (Advising Banc of America Securities)
Bidder legal advisor: Kaye Scholer

Kohlberg & Co. LLC to buy the Hoffmaster Division from Solo Cup Co. for $170 million

New York-based private equity company Kohlberg agreed to acquire Highland Park, Ill.-based Hoffmaster, Solo’s maker of disposable tableware. The acquisition includes a leased distribution center in Indianapolis and a sourcing subsidiary in Hong Kong. The sale will help Solo reduce debt by $300 million after the transaction closes, expected in the next 45 days.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Not Disclosed
Seller legal advisor: Bell Boyd & Lloyd; Simandl & Murray
Bidder legal advisor: Paul Weiss Rifkind Wharton & Garrison

First Niagara Financial Group Inc. to buy Great Lakes Bancorp Inc. for $153 million

First Niagara, a bank holding company headquartered in Lockport, N.Y., agreed to acquired all the share capital of Buffalo-based Great Lakes for $14 per share, a premium of more than 16 percent. Terms call for payment in cash or 0.993 shares of First Niagara stock for each share of Great Lakes stock. Great Lakes holders have an option to receive a combination of shares and cash, although in aggregate not more than 50 percent of Great Lakes shares may be exchanged. Great Lakes had $892 million in assets and deposits of $646 million on June 30, and operates 12 Greater Buffalo Savings Bank branches in Erie County, two in Chautauqua County, and two in Niagara County. The transaction is in line with First Niagara’s strategy of broadening its presence in Buffalo and Erie County. It expects the deal immediately to be accretive to the earnings and tangible book value per share. Completion is expected by the first quarter of 2008.
Seller financial advisor: Sandler O’Neill & Partners
Bidder financial advisor: Stifel, Nicolaus & Company
Seller legal advisor: Hodgson Russ
Bidder legal advisor: Luse Gorman Pomerenk & Schick

source: mergermarket