Deals: Private Equity Speaks Up

In our M&A Roundup for the week ended Feb. 17, private investment groups are a bit more active, although only one billion-dollar deal surfaces.
Roy HarrisFebruary 19, 2008

Another light week of dealmaking last week featured only one transaction of more than $1 billion. But nine of the 56 total acquisitions proposed — worth $1.87 billion — were private equity buyouts, a definite spike from recent weeks of relative nonactivity.

Leading the buyouts were two involving San Francisco-based Hellman & Friedman LLC, which joined with General Atlantic LLC in a $575 million deal to raise their stake in revenue-cycle management firm Emdeon Business Services. Hellman also plunked down $454 million to buy 30 percent of the French naval engineering company Gaztransport & Technigaz SA from a unit of Rome-based Eni SpA.

The week’s leading deal among the top ten North American transactions was the $1.5-billion purchase of GMH Communities Trust by student housing owner-operator American Campus Communities, although the transaction included nearly $1 billion of debt. In another GMH deal, it sold its GMH Militarey Housing unit to Balfour Beatty Construction for $350 million.

Overall, mining and natural resources companies continued to be among the more attractive targets during a week in which total North American dealmaking totalled $7.5 billion, according to data provided to CFO.com by mergermarket.

For the year to date, 430 transactions have been announced, worth $52.68 billion, still far below the 709 deals valued at $221.16 billion in the same period a year ago. However, a monster deal involving Yahoo — sought by Microsoft — seems on the horizon to many. And other dealmakers are expecting mining giant Rio Tinto to be at the center of more consolidation activity in that sector.

American Campus to buy GMH Communities Trust for $1.5 billion

Austin, Texas-based American Campus Communities, a student housing owner/operator, agreed to acquire Newtown Square, Penn.-based GMH Communities in a deal that includes includes $963 million in debt. The transaction relates solely to GMH’s student housing business and not its military housing business, which will be sold in a separate transaction to Balfour Beatty. The GMH acquisition is expected to close in the second quarter, with GMH stockholders owning about 15.7 percent of ACC’s outstanding equity.
Seller financial advisor: Wachovia Capital Markets
Bidder financial advisor: Merrill Lynch
Seller legal advisor: Goodwin Procter and Reed Smith
Bidder legal advisor: Locke Lord Bissell & Liddell

First Reserve Corp. to buy Bahamas Oil Refining Co. International Ltd. from Petroleos de Venezuela SA for $900 million

First Reserve, based in Greenwich, Conn., is a private equity firm focused on the energy sector. Bahamas Oil Refining, of Freeport, the Bahamas, owns and operates oil storage, fuel blending, and marine facilities, and is part of the Caracas-based Venezuelan state-owned Petroleos. The actual price is undisclosed, but estimated to be $900 million. ABN AMRO Bank NV provided senior debt financing is expected to close in the second quarter.
Seller financial advisor: Citigroup
Bidder financial advisor: ABN AMRO
Seller legal advisor: Curtis Mallet
Bidder legal advisor: Simpson Thacher & Bartlett; and Harry B. Sands, Lobosky & Co

Hecla Mining Co. to buy Kennecott Greens Creek Mining Co. and Kennecott Juneau Mining Co. from Kennecott Minerals Co. for $750 million

Hecla, of Coeur d’Alene, Idaho, explores for minerals and develops mineral properties, and mines and processes precious metals. The Kennecott properties are being sold by Salt Lake City-based Kennecott Minerals, which is engaged in developing, managing, and operating gold and silver mines. It is a subsidiary of Rio Tinto Group, the UK-based precious metals mining company. Terms call for $700 million in cash and $50 million in Hecla shares. Kennecott Greens Creek Mining and Kennecott Juneau Mining hold a combined 70.3 percent stake in Greens Creek Mine, a U.S. precious metal mine, with the remaining stake held by Hecla. The acquisition will be financed through a combination of debt provided by Scotia Bank and existing cash resources. The transaction is part of Rio Tinto’s plan to divest at least $15 billion of assets. The acquisition is expected to close by the second quarter.
Seller financial advisor: Scotia Capital
Bidder financial advisor: Rothschild
Seller legal advisor: Not available
Bidder legal advisor: Not available

Goldman Sachs and Thomas H. Lee Partners LP to buy a 19.9 percent stake in MoneyGram International Inc. for $710 million

Boston-based private-equity firm T.H. Lee and New York-based investment and banking company Goldman Sachs agreed to acquire 19.9 percent stake from Minneapolis-based financial services provider MoneyGram, receiving a combination of non-voting preferred stock and common stock of MoneyGram. The non-voting preferred consists of an initial 20 percent interest rate, increasing to a maximum 22 percent. After approvals, the non-voting preferred and common will be exchanged for convertible voting preferred stock, with the convertible paying a cash dividend of 10 percent, or of 12.5 percent if not in cash. Additionally, the convertible preferred shares may be converted into common at $5 a share, equal to an initial equity interest of 63 percent. The $5 common price represents a discount of 6 percent. Under the agreement, Lee and Goldman will invest about $775 million into MoneyGram, while the exact amount will de determined in a later stage, depends on the price of selling certain investment portfolio assets as indicated in the agreement. In addition, MoneyGram has achieved an agreement with the affiliates of Goldman Sachs that Goldman Sachs will provide up to $500m debt financing. MoneyGram expects to obtain an additional $200m in debt financing prior to the closing. On the other hand, MoneyGram will negotiate new amendments with existing lenders to obtain the availability of the $350 million. The committed debt from Goldman affiliates provides for 13.25 percent senior second lien notes with a 10-year term, and is not callable for five years.
Seller financial advisor: JPMorgan; and Duff & Phelps
Bidder financial advisor: Internal
Seller legal advisor: Wachtell, Lipton, Rosen & Katz
Bidder legal advisor: Weil, Gotshal & Manges; Fried, Frank, Harris, Shriver & Jacobson

General Atlantic LLC and Hellman & Friedman LLC to buy a 48 percent stake in Emdeon Business Services (formerly Medifax-EDI Inc) from HLTH Corp. (formerly known as Emdeon Corporation) for $575 million

Greenwich, Conn.-based private equity firm General Atlantic and San Francisco private equity affilitate Hellman & Friedman are acquiring the remaining 48 percent of Nashville-based Emdeon, a revenue cycle management and clinical communications provider from health informatioin services provider HLTH, of Elmwood Park, N.J., for cash. In November 2006, General Atlantic acquired 52 percent of Emdeon for $1.2 billion.
Seller financial advisor: Not available
Bidder financial advisor: Not available
Seller legal advisor: O’Melveny & Myers
Bidder legal advisor: Paul Weiss Rifkind Wharton & Garrison

AECOM to buy Earth Tech Inc. from Tyco International Ltd. for $510 million

Los Angeles-based AECOM, a provider of professional technical and management support services for government and commercial clients, definitively agreed to pay cash for Tyco’s Long Beach, Calif.-based Earth Tech, a provider of consulting, engineering, and design services to water/wastewater, environmental, transportation, and facilities clients. Earth Tech had revenue of $1.3 billion in its fiscal year 2007 and employs 7,000 people around the world.
Seller financial advisor: UBS AG
Bidder financial advisor: Internal
Seller legal advisor: Kirkland & Ellis
Bidder legal advisor: Latham & Watkins

Hellman & Friedman to buy a 30 percent stake in Gaztransport & Technigaz SA from Saipem SpA for $454 million

Hellman & Friedman agreed to pay cash for the stake in Gaztransport, a St. Remy Les Chevreuse, France-based naval engineering company from Milan-based Saipem, a contractor of oil and gas services and a subsidiary of energy firm Eni SpA of Rome. Gaz de France S.A. and Total S.A will own 40 percent and 30 percent stake in Gaztransport, with Hellman & Friedman owning the rest of 30 percent upon completion.
Seller financial advisor: Lehman Brothers
Bidder financial advisor: UBS
Seller legal advisor: Not available
Bidder legal advisor: Not available

Medrad Inc. to buy Possis Medical Inc. for $355 million

Warrendale, Penn.-based medical devices and services provider Medrad agreed to pay $361 million, exclusing net cash, for Minneapolis-based medical devices concern Possis Medical. The $19.50-a-share offering price represents a premium of 36 percent. Under its terms, the offer is to be followed by a second-step merger in which any untendered Possis Medical shares would be converted into the right to receive the same price per share as shareholders who tendered in the cash tender offer. Completion is expected during the first quarter of 2008.
Seller financial advisor: Greene Holcomb & Fisher
Bidder financial advisor: Morgan Stanley
Seller legal advisor: Dorsey & Whitney
Bidder legal advisor: Cohen & Grigsby; and Jones Day

Balfour Beatty Construction LLC to buy GMH Military Housing LLC from GMH Communities Trust for $350 million

Dallas-based Balfour Beatty Construction, a construction services company that is part of London-based Balfour Beatty, the listed London, UK based engineering, construction, investment, and services group, agreed to acquire GMH Military Housing, of Newtown Square, Penn., a military accommodation business. Terms call for funding by Balfour Beatty’s existing cash resources, in a deal that will be earnings enhancing. GMH president Bruce Robinson and three executive vice presidents will join Balfour Beatty upon completion, expected during the second quarter.
Seller financial advisor: Wachovia Capital Markets
Bidder financial advisor: Citigroup
Seller legal advisor: Undisclosed
Bidder legal advisor: Allen & Overy

Thoma Cressey Bravo (formerly Thoma Cressey Equity Partners) to buy the Software Business Unit from Macrovision Corp. for $200 million

Chicago-based Thoma Cressey Bravo, a private equity firm, agreed to acquire the business from Santa Clara, Calif.-based Macrovision for cash. The transaction is expected to close on or before April 1.
Seller financial advisor: Cowen & Co
Bidder financial advisor: FTI Consulting
Seller legal advisor: Heller Ehrman White & McAuliffe
Bidder legal advisor: Kirkland & Ellis