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Combined company to provide a diverse scope of opportunities for clients across the international sports and entertainment ecosystem
BEVERLY HILLS, Calif. and MENLO PARK, Calif., Dec. 18, 2013 /PRNewswire/ — William Morris Endeavor Entertainment (WME), one of the world’s leading talent, entertainment and media companies, and Silver Lake, a global leader in technology investing, today announced an agreement to acquire IMG Worldwide (IMG). The company is a market leader in college and professional sports, event management, client representation, fashion and multi-media rights management.
“IMG has incredible strategic value to WME. The brand’s global reach, outstanding management team and leadership across sports, fashion and media are a strong complement to our business,” said WME Co-CEOs Patrick Whitesell and Ariel Emanuel. “We are honored to build on the legacy of founder Mark McCormack and recent owner Ted Forstmann. Supported by Silver Lake’s continued partnership, WME and IMG together will deliver a broad range of opportunities and resources to the companies and talent we collectively represent.”
The combination of WME and IMG creates a unique global sports and entertainment platform, operating across North America, Europe, Asia, South America and Africa. WME and IMG together will have an unparalleled client roster; a broad relationship base with sponsors, brands and broadcasters; and marquee assets in sports, events, film and television, and fashion. Patrick Whitesell and Ariel Emanuel will serve as Co-CEOs of the combined company.
“IMG is well positioned in large and expanding end markets, with significant and untapped potential for growth. We look forward to building on IMG’s illustrious heritage by accelerating its existing growth plans and expanding the company’s digital platform,” said Egon Durban, Managing Partner of Silver Lake. “This investment extends our successful partnership with Ari, Patrick and the WME team as the company continues its transformation into an integrated player across the new media landscape.”
The transaction is subject to customary closing conditions. Terms of the transaction were not disclosed. Mubadala Development Company will be a minority investor in the transaction.
Silver Lake and WME were advised and financed by J.P. Morgan, Barclays, RBC Capital Markets and Deutsche Bank Securities Inc. and advised by The Raine Group, Dean Bradley Osborne, Lazard and Simpson Thacher & Bartlett. Evercore and Morgan Stanley served as the financial advisors to Forstmann Little.
ST. PETERS, Mo., Dec. 13, 2013 /PRNewswire/ – SunEdison, Inc. (the “Company”) (NYSE: SUNE), announced today the pricing of its offering of $500 million aggregate principal amount of 2.00% convertible senior notes due 2018 (the “2018 notes”) and $500 million aggregate principal amount of 2.75% convertible senior notes due 2021 (the “2021 notes” and, together with the 2018 notes, the “notes”) in a private placement. The offering was upsized from the previously announced $400 million aggregate principal amount of 2018 notes and $400 million aggregate principal amount of 2021 notes. The notes will be offered by the initial purchasers only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on December 20, 2013, subject to customary closing conditions. The Company has also granted the initial purchasers a 30-day option to purchase an additional $100 million aggregate principal amount of each series of notes on the same terms and conditions.
Interest and Conversion Details
The 2018 notes will bear interest at a rate of 2.00% per year, payable semiannually in arrears on April 1 and October 1 of each year, or, if any such day is not a business day, the immediately following business day, beginning on April 1, 2014. The 2021 notes will bear interest at a rate of 2.75% per year, payable semiannually in arrears on January 1 and July 1 of each year, or, if any such day is not a business day, the immediately following business day, beginning on July 1, 2014. The 2018 notes and the 2021 notes will mature on October 1, 2018 and January 1, 2021, respectively, unless earlier converted or purchased. The notes will be senior unsecured obligations of the Company. The notes will be convertible, subject to certain conditions, into cash, or, subject to certain shareholder approval requirements, shares of common stock of the Company, or a combination of cash and shares of common stock, at the Company’s option. The initial conversion rate for the notes will be 68.3796 shares of common stock (subject to adjustment in certain circumstances) per $1,000 principal amount of the notes, which is equal to an initial conversion price of approximately $14.62 per share, representing a conversion premium of approximately 27.5% above the closing price of the Company’s shares of common stock of $11.47 per share on December 12, 2013.
Net Proceeds and Their Intended Use
The Company estimates that the net proceeds from this offering will be approximately $974.2 million, after deducting the initial purchasers’ discount and estimated offering expenses (or approximately $1,169.2 million if the initial purchasers exercise their option to purchase additional notes in full), and the cost of the initial convertible note hedge transactions, described below (taking into account the proceeds received by the Company from entering into the warrant transactions, described below) is approximately $58.9 million. If the initial purchasers exercise their option to purchase additional notes, the Company may use additional net proceeds from this offering to enter into additional convertible note hedge and warrant transactions.
The Company intends to use the proceeds of the offering, together with proceeds from the warrant transactions described below to: (1) redeem all $550 million outstanding aggregate principal amount of its 7.75% senior notes due 2019, as well as to pay fees, expenses and redemption premium related thereto; (2) repay all amounts borrowed under its $200 million second lien term loan with a current interest rate of 10.75%, as well as to pay fees, expenses and prepayment premium related thereto; (3) fund the cost of convertible note hedge transactions described below and (4) for general corporate purposes.
Privately Negotiated Convertible Hedge and Warrant Transactions
The Company has entered into convertible note hedge transactions with multiple counterparties, including the initial purchasers and/or their affiliates (the “hedge counterparties”) and in connection therewith, the Company has entered into separate privately negotiated warrant transactions with the hedge counterparties. The strike price of the convertible note hedge transactions is initially equal the conversion price of the notes. The strike price of the warrant transactions related to the 2018 notes will initially be approximately $18.35 per share, which is approximately 60% above the closing sale price of the Company’s common stock on December 12, 2013. The strike price of the warrant transactions related to the 2021 notes will initially be approximately $18.93 per share, which is approximately 65% above the closing sale price of the Company’s common stock on December 12, 2013.
These convertible note hedge transactions are expected to reduce the potential dilution with respect to the Company’s common stock upon conversion of the notes or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, upon any conversion of notes; however, the warrant transactions could have a dilutive effect with respect to the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds the strike price of the warrants.
The Company has been advised that, in connection with establishing their initial hedge positions with respect to the convertible note hedge and warrant transactions, the hedge counterparties and/or their affiliates expect to purchase shares of the Company’s common stock or enter into various derivative transactions with respect to the Company’s common stock concurrently with, or shortly after, the pricing of the notes. These hedging activities could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the notes.
In addition, the hedge counterparties and/or their affiliates may modify their hedge positions (and are likely to do so during the conversion period related to any conversion of notes or following any repurchase of notes by the Company on any fundamental repurchase date or otherwise) by entering into or unwinding various derivatives with respect to the Company’s common stock or purchasing or selling common stock or other securities of the Company in secondary market transactions following the pricing of the notes and prior to the maturity of the notes.
Prior to July 1, 2018, in the case of the 2018 notes, and October 1, 2020, in the case of the 2021 notes, the notes will be convertible only upon the occurrence of certain events and periods, and thereafter, the notes will be convertible at any time prior to the second scheduled trading day prior to the applicable maturity date. The holders of the notes will have the ability to require the Company to repurchase all or a portion of their notes for cash in the event of certain fundamental changes. In such a case, the repurchase price will be 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest. In addition, upon certain make-whole adjustment events occurring prior to the maturity date of the notes, the Company will increase the conversion rate for holders of the notes who convert their notes in connection with that make-whole adjustment event.
The notes, and any shares of the Company’s common stock issuable upon conversion of the notes, have not been and will not be registered under the Securities Act, or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons absent registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, including the notes or any shares of the Company’s common stock issuable upon conversion of the notes, nor shall there be any offer, solicitation or sale of any securities, including any notes or any shares of the Company’s common stock issuable upon conversion of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Dean Bradley Osborne Advises Silver Lake on Financing of Dell Buyout
September 12, 2013 – Dell today announced that, based on a preliminary vote tally from the special meeting of stockholders, Dell stockholders have approved the proposal in which Michael Dell, Dell’s Founder, Chairman and CEO, will acquire Dell in partnership with global technology investment firm Silver Lake Partners.
In connection with the transaction, Dell stockholders will receive $13.75 in cash for each share of Dell common stock they hold, plus payment of a special cash dividend of $0.13 per share to stockholders of record as of a date prior to the effective time of the merger, for total consideration of $13.88 per share in cash. The agreement also guarantees the regular quarterly dividend of $0.08 per share for the fiscal third quarter would be paid to holders of record as of a date prior to closing. The total transaction is valued at approximately $24.9 billion.
The preliminary vote tally shows that the transaction was approved by the holders of a majority of Dell’s outstanding shares, as required by Delaware law. In addition, the tally shows that the transaction was approved by the holders of a majority of Dell’s shares voting for or against the matter, excluding shares held by Mr. Dell, certain of his related family trusts, Dell’s Board of Directors and certain members of its management, as separately required under the merger agreement.
“I am pleased with this outcome and am energized to continue building Dell into the industry’s leading provider of scalable, end-to-end technology solutions,” said Michael Dell, chairman and CEO of Dell. “As a private enterprise, with a strong private-equity partner, we’ll serve our customers with a single-minded purpose and drive the innovations that will help them achieve their goals.”
Mr. Dell continued, “I would like to thank our 110,000 team members around the world who, throughout this process, have remained focused on serving our customers with unity, purpose and pride. As our company continues to expand its enterprise solutions and services business, our team members will be Dell’s most valuable asset and the key to our future success.”
“Over the course of more than a year, the Special Committee and its advisors conducted a disciplined and independent process to ensure the best outcome for Dell stockholders,” said Alex Mandl, chairman of the Special Committee formed to evaluate the transaction and other strategic alternatives. “By voting in favor of the transaction, the stockholders have chosen the best option to maximize the value of their shares. I want to thank my fellow Committee members and the entire Board for their diligent and tireless efforts on behalf of Dell stockholders, and the stockholders themselves for the careful consideration they gave to this important matter.”
The transaction is expected to close before the end of the third quarter of Dell’s FY2014, subject to the satisfaction of customary closing conditions, including regulatory approval. Dell will continue to be headquartered in Round Rock, Texas.
ST. PETERS, Mo., Sept. 13, 2013 /PRNewswire/ – SunEdison, Inc. (the “Company”) (NYSE: SUNE) today announced the pricing of a public offering of 30,000,000 shares of common stock at a price of $7.25 per share. Closing of the offering is expected to occur on September 18, 2013, subject to customary closing conditions. The underwriters have been granted a 30-day option to purchase up to an additional 4,500,000 shares of common stock from the Company, all at the offering price less the underwriting discount. The Company intends to use the net proceeds for general corporate purposes, which it expects to include funding working capital and growth initiatives. Deutsche Bank Securities and Goldman, Sachs & Co. are acting as lead book-running managers for the offering. Wells Fargo Securities is also acting as a book-running manager.
This offering is being made pursuant to a shelf registration statement which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on September 9, 2013. A preliminary prospectus supplement and the accompanying prospectus relating to these securities has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to these securities may also be obtained by sending a request to: Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, telephone: (800) 503-4611, e-mail: firstname.lastname@example.org; Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 866-471-2526, facsimile: 212-902-9316, e-mail: email@example.com; or Wells Fargo Securities, LLC, Attn Equity Syndicate Dept., 375 Park Avenue, New York, NY 10152, telephone: (800) 503-4611, e-mail: firstname.lastname@example.org.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s common stock or any other securities, and there shall not be any offer, solicitation or sale of securities mentioned in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such any state or jurisdiction.
ST. PETERS, Mo., Aug. 22, 2013 /PRNewswire/ – SunEdison, Inc. (NYSE: SUNE) announced today that its Board of Directors has unanimously approved an initial public offering of its semiconductor business to create SunEdison Semiconductor, Inc. SunEdison plans to sell a minority ownership interest in the semiconductor business to the public. SunEdison expects to use proceeds from the separation to fund initiatives related to the solar business, to repay existing indebtedness and for general corporate purposes.
The newly formed SunEdison Semiconductor will operate as an independent company with a new board of directors.
“Today’s announcement represents the next evolution in our strategic plan to better position both our solar and semiconductor businesses for sustainable, long-term success,” said Ahmad Chatila, Chief Executive Officer of SunEdison. “This new structure will allow each independent company to pursue its shareholder value generating strategies, focus on key markets and customers, optimize capital structures, and enhance access to growth capital for each company in the years ahead. Given the significant accomplishments of the businesses to date, it is the right time for this transaction which we believe maximizes value to our investors while benefiting our customers and employees.”
SunEdison expects to file a registration statement with the Securities and Exchange Commission (SEC) in the third quarter of 2013, with the initial public offering scheduled by early 2014, subject to market conditions. A final decision regarding the amount of interest to be sold to the public at the time of the initial public offering will be determined by SunEdison’s Board of Directors at a date to be determined.
Completion of the initial public offering and related items are subject to certain customary conditions, including approval by SunEdison’s Board of Directors of the final terms of the initial public offering, receipt of all regulatory approvals, including the effectiveness of the registration statement filed with the SEC.
This press release is not an offer to sell or a solicitation of offers to buy any securities. If an initial public offering is made, such offers will be made only by a prospectus filed with the SEC.
Forbes: Dell to test Silver Lake’s skills as ‘undertaker’
By Richard Waters in San Francisco and Henny Sender in New York
In Silicon Valley, where investors worship at the altar of growth, Silver Lake Partners is an unusual animal.
“They’re the undertakers of the technology industry,” says one prominent Valley venture capitalist, expressing a common disdain locally for the profits the buyout house has wrung out of mature parts of the sector.
Now, with its plan to take struggling PC maker Dell private in the biggest ever tech buyout, Silver Lake is about to put to the test its 14 years of experience in conjuring profits out of buying companies that have missed the tide of tech history.
Applying the techniques of the buyout business to the tech sector has turned the California-based group into one of the most successful large US private equity houses, though it has also had some bumps along the road.
Its third investment fund, a $9.6bn pool of money raised in 2007, has made a net annualised return of 17 per cent as of the end of September, according to a letter sent to one of its investors. Silver Lake insiders have made substantially more: before fees and carried interest – the share of profits kept by the firm – the gross return on its 2007 fund is 26 per cent, according to the investor letter.
The returns help to explain why, at a time when some other buyout groups are struggling to raise large funds, Silver Lake has already hit the $7.5bn target for its latest fund and may add more before closing the round, according to a person familiar with its capital-raising.
The potential Dell bid, worth as much as $25bn, at a time most believe that the PC maker “is both on the wrong side of history and of technology,” as one rival buyout executive puts it, highlights the approach that has characterised Silver Lake’s deals.
Founded by a mix of financial and technology specialists – Oracle executive David Roux, tech banker Jim Davidson, Blackstone executive Glenn Hutchins and tech investor Roger McNamee – its counter-intuitive plan to bring private equity to bear on tech at the height of the dotcom bubble made it one of the few to specialise in the industry.
Its best-known deals have, like Dell, involved companies with well-established positions in their markets. The 2000 buyout of disc drive maker Seagate put Silver Lake on the map by producing a return of five times its investment. The acquisition of internet communications company Skype returned 3.1 times the investment in only 18 months.
Others in private equity claim to see little value in taking Dell private. “It is fairly valued,” says another private equity executive. “It has already been through major cost-cutting. What would we do that Michael Dell hasn’t already done?”
Greater experience in a single sector makes it more willing to back such deals, according to the Silver Lake’s supporters. “I used to think a single sector fund was risky,” says Mark Bradley, who formerly headed Morgan Stanley’s advisory practice dealing with private equity firms and is one of the co founders of San Francisco based banking boutique, DBO Partners. “But they have deep, deep sector expertise and phenomenal contacts.”
The returns have not been even. Silver Lake’s first fund brought its investors a net annual return of 25.1 per cent, according to figures published by Calpers, the California teachers pension fund. But its second fund has netted only 10 per cent, thanks to underperformers like Sungard Data Systems, at the time the largest tech buyout.
Weaker investments in its latest fund include small stakes in Zynga and Groupon, made shortly before those companies’ IPOs and subsequent share-price collapses.
If Silver Lake pulls off its attempt to lead a Dell buyout, it will cap the rise of a new generation at the firm – something few private equity houses beside Warburg Pincus have been able to manage. Of the founders, only Mr Davidson remains fully active, according to people who know the group.
In their place, a new group of younger executives have come to the fore and will share in a bigger share of Silver Lake’s profits than the founders: Egon Durban, responsible for the Skype deal; Ken Hao, who led the investment in Chinese commerce company Alibaba; Mike Bingle and Greg Mondre.
Whether a Dell deal, if completed, turns out to be a Seagate-like success or a flop like Sungard will go a long way to determining if Silver Lake’s new generation of dealmakers inherit the role of preferred undertakers to Silicon Valley.
Investment Banking Entrepreneur
Mark Bradley, BS 85
Dean Bradley Osborne
Entrepreneurial ventures aren’t the exclusive territory of the young. After 25 years with Morgan Stanley, Mark Bradley and a handful of partners peeled off earlier this year to start a boutique investment bank, Dean Bradley Osborne (DBO)—and quickly put together deals worth billions.
To Bradley, DBO is a return to the purer form of investment banking that he joined after graduating from Berkeley in 1985. At the time, says Bradley, “Morgan Stanley was a true investment bank; investment banking made up 75 percent of its revenue.” Now it’s less than 15 percent. This is where DBO sees an opening: “We can give CEOs the kind of personal focus, senior-level attention they deserve, without any biases or conflicts.”
Already, DBO has managed a $1.5 billion merger of San Francisco engineering firm URS and Canada’s Flint Energy; shepherded a $225 million investment into troubled nut company Diamond Foods; and worked on private equity firm Silver Lake Partners’ investment in the William Morris Endeavor talent agency. “We’re not a boutique firm that only does deals the big banks don’t want to do,” Bradley says.
Perched high in an office in Embarcadero Center with sweeping bay views, Bradley is a world away from his childhood in Hawaii. “I wouldn’t be anywhere near here if not for my time at Haas,” he says.
He traces his entrepreneurial drive, meanwhile, to his mother, who started a business from scratch and turned it into the biggest Hawaiian real estate firm of its time. He says, “Everything I’ve learned about business started with her.”
Dean Bradley Osborne Advises Diamond Foods on Investment from Oaktree Capital Management
SAN FRANCISCO and LOS ANGELES, May 23, 2012 (GLOBE NEWSWIRE) — Diamond Foods, Inc. (Nasdaq:DMND) (“Diamond”), an innovative, branded packaged food company, and Oaktree Capital Management, L.P. (NYSE:OAK) (“Oaktree”), a leading global investment management firm, today announced that Diamond and Oaktree have entered into definitive agreements to recapitalize Diamond’s balance sheet with an investment by Oaktree of $225 million in Diamond. Concurrent with the closing of this investment, Diamond will amend its credit agreement with its existing lenders. The recapitalization will result in a capital structure that supports the Company’s long term strategy as well as the execution of its current business plan. The recapitalization will allow Diamond to further strengthen the Company’s leadership position in the walnut industry, continue the growth of its snack business and reduce the amount of existing bank debt. The transactions are expected to close by the end of May 2012.
“Oaktree has an exceptional track record of supporting the growth of leading companies in the consumer sector,” said Brian Driscoll, Diamond Foods’ President and CEO. ”Their expertise and resources will be invaluable as we solidify our market position in the walnut industry and seek to continue to grow our snack brands.” “In connection with Diamond’s thorough review of capital alternatives, the Company received interest from a number of top tier investment firms,” Mr. Driscoll continued. ”We are very pleased with our decision to partner with Oaktree, an experienced investor with an outstanding reputation. Looking forward, our balance sheet strength will provide a solid foundation from which to build as we position Diamond for the opportunities ahead that can deliver value to our shareholders, our growers and our customers.”
“We are pleased to have the opportunity to partner with Diamond and provide additional resources and capabilities to drive strong financial and operating performance and position the Company for long-term success,” said Matthew Wilson, Managing Director, Oaktree Capital Management. ”We recognize the value of Diamond’s high quality brands and their leadership position in the walnut industry. We look forward to working with Diamond’s management team to continue building upon the momentum of recent months.”
The investment of new capital by Oaktree, in conjunction with the amended bank credit facility, will provide Diamond with sufficient liquidity to meet its anticipated near-term and long-term funding needs. The Oaktree investment initially consists of $225 million of newly-issued senior notes and warrants to purchase approximately 4.4 million shares of Diamond common stock. The senior notes will mature in 2020 and will bear interest at 12 percent per year that may be paid-in-kind at Diamond’s option for the first two years. Oaktree’s warrants will be exercisable at $10 per share, and would constitute a fully diluted ownership level of approximately 16.4 percent of the Company.
The agreements provide that if Diamond secures a specified minimum supply of walnuts from the 2012 crop and achieves profitability targets for its nut businesses for the six-month period ending January 31, 2013, all of the warrants will be cancelled and Oaktree may exchange $75 million of the senior notes for convertible preferred stock of Diamond. The convertible preferred stock would have an initial conversion price of $20.75, which represents a 3.5 percent discount to the closing price on April 25, 2012, the date that the Company entered into its commitment with Oaktree. The convertible preferred stock would pay a 10 percent dividend that would be paid in-kind for the first two years.
“We are pleased with the progress across our walnut initiatives and with the efforts over the last three months to restore and strengthen the company’s relationships with its growers at a time of record walnut prices,” added Brian Driscoll. ”These extensive efforts, along with the goal of providing competitive prices and terms for our growers, are focused on reestablishing the success of this business and expanding our leadership position in the walnut industry.”
The amendment to Diamond’s senior secured credit facility with its lenders includes a lower level of total bank debt, initially at $475 million, along with substantial covenant relief until October 31, 2013.
Upon the closing of the transaction, Matthew Wilson, a Managing Director of Oaktree, and Dean Hollis, a Senior Advisor to Oaktree and former President and COO of ConAgra Foods will join Diamond’s Board of Directors.
Diamond Foods was advised in this transaction by Dean Bradley Osborne and Fenwick & West LLP and Oaktree was advised by Latham & Watkins LLP. More information about this transaction can be found on the Company’s website in the presentation archive in the investor relations section.
Diamond Foods is an innovative packaged food company focused on building and energizing brands including Kettle® Chips, Emerald® snack nuts, Pop Secret® popcorn, and Diamond of California® nuts. Diamond’s products are distributed in a wide range of stores where snacks and culinary nuts are sold. For more information visit our corporate web site: www.diamondfoods.com.
The Diamond Foods, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6112
Oaktree is a leading global investment management firm focused on alternative markets, with $77.9 billion in assets under management as of March 31, 2012. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate and listed equities. Headquartered in Los Angeles, the firm has over 650 employees and offices in 13 cities worldwide. For additional information, please visit Oaktree’s website at www.oaktreecapital.com.
Dean Bradley Osborne Advises URS on Acquisition of Flint Services
SAN FRANCISCO, CA – May 14, 2012 – URS Corporation (NYSE: URS) and Flint Energy Services Ltd. (TSX: FES) announced today that URS has completed its acquisition of Flint. Under the terms of the definitive agreement announced in February, Flint shareholders received C$25.00 per share in cash for each Flint share. The total equity value paid by URS was approximately C$1.24 billion (US$1.24 billion).
“We are pleased to have completed the acquisition of Flint, which significantly expands our presence in the oil and gas sector, and in particular the growing North American unconventional oil and gas segments,” said Martin M. Koffel, Chairman and Chief Executive Officer of URS. ”URS is now able to provide our energy sector customers with a full range of engineering, procurement and construction services, which has been a longstanding strategic priority for URS and builds on our track record of expanding into high growth markets and further diversifying our revenue and backlog. We are delighted to welcome to URS more than 10,000 Flint employees, who expand our skilled team of professionals.”
Through the acquisition of Flint, URS has added a network of approximately 80 locations in North America that support many of the largest companies operating in the oil, oil sands and gas producing regions of Western Canada and in the Southwest, Appalachian and Rocky Mountain regions of the United States.
Flint has become the new Oil & Gas division of URS and will be led by W.J. (Bill) Lingard, Flint’s former President and CEO, as the Division President. The Oil & Gas division will be based in Calgary, Alberta.
The transaction is expected to be accretive to URS’ 2012 earnings, and to substantially increase URS’ revenues from the oil and gas sector.
URS and Flint also announced that they have reached an agreement with Transfield Services Limited to continue Flint Transfield Services Limited (FT Services) as a 50/50 operations and maintenance joint venture between Transfield and the URS-owned Flint. FT Services, originally formed in 2006 as a 50/50 jointly owned company between Transfield and Flint, delivers operations and maintenance solutions to the oil and gas and petrochemical sectors in Canada.
The acquisition was implemented through a court-approved Plan of Arrangement under the Business Corporations Act (Alberta, Canada) involving Flint, URS Canada Holdings Ltd., a wholly-owned subsidiary of URS, and the shareholders, option holders and other equity-based compensation holders of Flint. Flint’s board of directors has been reconstituted to include nominees of URS.
Details of the Arrangement are contained in Flint’s Information Circular dated February 29, 2012. Copies of the Information Circular, together with the letter of transmittal, were posted to Flint shareholders and option holders and are also available electronically on SEDAR at www.sedar.com.
URS utilized the net proceeds from its Senior Notes issued on March 15, 2012, as well as borrowings under URS’ existing credit facility, to fund the acquisition of Flint, to pay fees and expenses incurred in connection with the acquisition of Flint, and to repay certain outstanding indebtedness of Flint.
In connection with the completion of the transaction, it is anticipated that Flint’s shares will de-list shortly from the Toronto Stock Exchange.
About URS Corporation
URS Corporation (NYSE: URS) is a leading provider of engineering, construction and technical services for public agencies and private sector companies around the world. The Company offers a full range of program management; planning, design and engineering; systems engineering and technical assistance; construction and construction management; operations and maintenance; information technology; and decommissioning and closure services. URS provides services for power, infrastructure, industrial, oil and gas, and federal projects and programs. Headquartered in San Francisco, URS Corporation has approximately 56,000 employees in a network of offices in nearly 50 countries (www.urs.com).