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ATLANTA, GA and SAN FRANCISCO, CA–(Marketwired – Jul 12, 2016) – Oversight Systems, a leading operational expense analysis company, today announced that Luminate Capital Partners has made a strategic investment in the company to support its global growth strategy.
Oversight’s flagship product, Insights On Demand™, provides SaaS solutions that automate spending program compliance. Through a comprehensive analysis of expense-related transactional data, Insights On Demand reduces operating expenses by identifying inappropriate spending patterns and uncovers misuse, fraud and compliance violations within travel and expense, purchase card and accounts payable programs.
After introducing its highly scalable SaaS platform in 2013, Oversight has experienced accelerated growth and more than doubled its client base in the past year. Some of the world’s largest corporations and government agencies rely on Oversight software to monitor more than $2 trillion of expenditures annually. Through the insights generated by Oversight solutions, clients can pinpoint opportunities for improving compliance within their financial operations. Oversight’s partnerships with Concur, Oracle, SAP, and TSYS allow seamless data acquisition and rapid deployment for clients.
“Expanding Oversight’s global footprint is the key to continued success,” said Patrick Taylor, Founder and CEO of Oversight. “The Luminate team has deep experience scaling technology companies and fostering organic growth in companies similar to Oversight. We look forward to a close collaboration with Luminate.”
“We are delighted to partner with Patrick and his team to pursue Oversight’s ambitious development and growth plans,” said Hollie Haynes, Founder and Managing Partner of Luminate. “Enterprises globally must continue to replace complex manual approaches by introducing automation in order to streamline compliance processes.”
“Oversight is ready to scale exponentially to address the growing market need for this technology,” said Scott Kingsfield, an Operating Partner at Luminate and now Chairman of the Oversight board. “Oversight’s market leadership and Luminate’s investment leadership align perfectly to ensure current and future clients benefit from our combined knowledge and insight as we scale the business to meet the global market needs.”
Luminate will add Hollie Haynes, Scott Kingsfield and Luminate Principal Sanjay Palakshappa to Oversight’s Board of Directors.
Kirkland & Ellis, LLP served as legal advisor to Luminate. King & Spalding served as legal advisor to Oversight. DBO Partners provided financial advice for the investment.
About Luminate Capital Partners
Luminate Capital Partners is a private equity firm focused on making control investments in software and software-enabled services companies. Luminate partners with management teams to provide flexible capital in order to drive strategy, growth and operational improvements. For more information visit: www.luminatecapital.com
Oversight Insights On Demand™ is a web-based software solution that automates spending program compliance by comprehensively analyzing expense report, purchase card, and accounts payable transactions to identify fraud, non-compliant purchases, as well as inefficient and wasteful spending. Oversight enables companies to monitor business transactions for risk and to identify risky employee and vendor spending patterns. For more information visit: www.oversightsystems.com.
Stantec concurrently announces a $525 million bought deal public offering of Subscription Receipts and new credit facilities.
EDMONTON, AB; NEW YORK, NY (March 29, 2016) TSX, NYSE:STN
(All $ figures referenced herein are to Canadian dollars, unless noted otherwise)
Stantec Inc. (“Stantec” or the “Company”) is pleased to announce that it has entered into a definitive merger agreement pursuant to which it will acquire MWH Global, Inc. (“MWH”), a Broomfield, Colorado-based global engineering, consulting and construction management firm focused on water and natural resources for built infrastructure and the environment (the “Acquisition”). With the acquisition of MWH and its 6,800 worldwide employees, Stantec will gain a position as a global leader in water resources infrastructure while earning greater presence in key targeted geographies, including the United Kingdom, Australia, New Zealand, South and Central America, Europe and the Middle East.
“MWH brings a global presence and reputation in water infrastructure that will advance Stantec’s position as a top-tier design firm within the highly attractive global water market,” says Bob Gomes, Stantec president and chief executive officer (CEO). “Together, we share a commitment to our communities and have the combined talent to support the most technically advanced clients and projects locally and around the world.”Under the terms of the all-cash deal, unanimously approved by the boards of directors of both companies, Stantec will acquire all of the issued and outstanding capital stock of MWH for a purchase price of approximately US$793 million (the “Purchase Price”). The transaction is valued at approximately US$795 million after taking into account the estimated assumed net indebtedness of MWH, representing approximately 9.5x 2015 Adjusted EBITDA1. After giving full effect to Stantec’s expected run-rate annual synergies of $33 million (approximately US$25 million), the transaction is valued at approximately 7.3x 2015 Adjusted EBITDA1. These synergies are expected to be fully realized in 2017.
MWH has a network of approximately 187 offices in 26 countries. The firm has a history of engaging in engineering, construction and management consulting for some of the most technically significant water and natural resources projects in the world, including the Panama Canal Third Set of Locks Project.
“We are excited to join the expertise and experience of Stantec and MWH in a transaction that will enable us to thrive and grow amidst an increasingly complex industry landscape by strengthening our combined ability to solve the most pressing water, transportation and infrastructure challenges today,” says Alan Krause, MWH chairman and CEO. “Our highly complementary cultures, shared approach to client service and extended global reach should yield multiple benefits for our clients, employees and the communities we serve.”
Key members of the management team of MWH, including the presidents of key business units, will be joining Stantec in significant leadership positions after the Acquisition closes (the “Acquisition Closing Date”). Alan Krause and David Barnes, MWH chief financial officer, are committed to joining Stantec after the Acquisition Closing Date to ensure a smooth and successful integration.
The Acquisition is aligned with Stantec’s growth strategy of building a top-tier presence in the markets it chooses to serve. Historically, Stantec’s acquisition strategy has been focused on acquisitions in North America to develop a mature presence across its business portfolio. Stantec has concurrently positioned itself to be able to execute on the right opportunity at the right time to expand its geographic footprint and service capabilities to further diversify its industry leading platform. Specifically, the Acquisition is expected to:
Create a Global Leader in Water and Infrastructure Markets
The combined company is anticipated to build on Stantec’s position as a top-tier design firm within the global water market. The strong brand, reputation and enhanced service offerings of the combined company are expected to strongly position Stantec to compete throughout the full project life cycle on the most technically sophisticated water-related projects in the world.
Expand Stantec’s Geographic Footprint
MWH has a strong position and experience in international markets through its platform in the United Kingdom, Australia, New Zealand, South and Central America, Europe and the Middle East. This should provide Stantec with immediate geographic breadth, creating a platform for expansion and diversification. Management expects that the combination of complementary capabilities, market presence, and cultures of each of MWH and Stantec will create the opportunity to service more clients with a broader range of services, worldwide.
Enhance Cross-Selling Capabilities to Different End Markets
The Engineering and Technical Services offered by MWH to the Energy and Industry sector are expected to add global capabilities in water-related design services to Stantec’s key hydro-power, oil & gas, mining, and industrial clients. The global client portfolio of MWH is expected to generate opportunities for Stantec’s Energy & Resources business operating unit to cross-sell its engineering services and provide clients with a broader enhanced service offering through the complete project life cycle. In addition, opportunities exist to further cross-sell services out of Stantec’s Buildings & Environmental Services business operating units to the client base of MWH.
Create Additional Growth Opportunities
Management believes that the Engineering and Construction sector will continue to consolidate and that both scale and global capabilities will be important competitive differentiators, particularly on large and complex projects. MWH brings a history and experience of operating in global markets. Augmented by Stantec’s strong balance sheet, history of operational effectiveness and experience in successfully completing and integrating acquisitions, the combined company is expected to be well positioned to grow both organically and by acquisition in the future.
Add Water-Related Construction Capabilities
The construction capabilities of MWH have grown in response to its clients’ desires to have fully-integrated service offerings for the water market. MWH has a diverse range of construction capabilities, with the majority of the capabilities being construction management at-risk performed on water-related projects in the United States and the United Kingdom. These services are provided to the key long-term water clients of MWH. Management expects that the combined company will be able to build upon the strength of the construction capabilities of MWH and have the ability to further meet the needs of Stantec’s existing water clients.
Additionally, the expertise available within the MWH construction business is expected to augment and improve Stantec’s consulting services business by allowing it to better prepare for and execute on design-build projects with other construction partners in both the water markets and other sectors in which Stantec participates in design-build projects.
Result in New Opportunities for Combined Company Employees
Stantec’s purpose is “Creating Communities” and the MWH purpose is “Building a Better World”. Together, the combined company will share a commitment to advance the quality of life in our communities around the world. The employees of the combined company are anticipated to have the opportunity to build on that commitment by providing their expertise to more projects in more locations. We expect this will allow the combined company to better serve its clients by drawing resources from across the globe to address each client’s specific needs.
FINANCIAL BENEFITS OF THE ACQUISITION
In addition to the strategic highlights listed above, the Acquisition is expected to be financially advantageous to Stantec’s shareholders for the following reasons:
Management estimates projected run-rate annual synergies of $33 million (approximately US$25 million), the majority of which are related to leveraging Stantec’s existing back office functions and optimizing its operational footprint. The balance of the projected synergies are associated with identified revenue opportunities related to cross-selling to new and existing clients, consistent with management’s experience in past acquisitions. Management expects approximately half of the run-rate annual synergies to be realized in 2016, with the remainder realized in 2017.
Implementation of Operational Best Practices
Stantec has industry leading margins driven by operational best practices. Management believes its experience in successfully executing and integrating acquisitions will enable it to extend its best practices to the combined company and enhance operational efficiency.
Highly Accretive Transaction
The Acquisition is expected to be immediately mid-single digit accretive to Adjusted Earnings per Share and mid-teens accretive to Adjusted Earnings per Share1 in 2017, assuming completion of the Equity Financing (as defined below), the Acquisition and the transactions related thereto.
Efficient Capital Structure and Dividend Growth
Stantec expects to efficiently lever its balance sheet to enhance the returns associated with the Acquisition. The strong cash flow generation and growth prospects of the combined company are expected to reduce leverage levels from less than 3.0x pro forma 2015 Adjusted EBITDA1 at closing to less than 2.0x expected EBITDA by the end of 2017. Stantec’s strong balance sheet should provide it with the flexibility necessary to continue pursuing its growth strategy. Additionally, the Acquisition is expected to result in increased cash flow generation, which should enable the Company to reduce debt while supporting Stantec’s payout ratio and dividend growth.
“We believe the Acquisition will contribute to both strategic growth and value creation for many years to come. Given the quality and the geographic diversification of cash flows generated by our joint operations, we expect our financial position to remain strong. In the quarters to come, our focus will be on integrating and optimizing our combined operations, and achieving the operational performance our shareholders have come to expect”, said Dan Lefaivre, Stantec executive vice president and chief financial officer.
The Acquisition must be approved by holders of at least two thirds of the MWH shares at a special meeting of MWH shareholders expected to be held in April 2016. The Acquisition is subject to certain customary conditions, including approval under the U.S. Hart-Scott-Rodino Anti-Trust Improvements Act. Stantec anticipates the Acquisition to close in the second quarter of 2016.
The Acquisition is expected to be financed with a combination of the proceeds of an equity financing and new credit facilities as follows:
- A $525 million public offering of Subscription Receipts on a bought deal basis at an offer price of $30.25 per Subscription Receipt for a total of 17,360,000 Subscription Receipts (the “Equity Financing”) and up to an additional approximately $79 million in gross proceeds pursuant to an underwriter over-allotment option;
- A $800 million senior secured revolving credit facility (the “Revolving Facility”), of which approximately $233 million will be drawn; and
- A $450 million senior secured amortizing non-revolving term credit facility (the “Term Facility”).
Stantec has also secured a $525 million bridge facility (the “Bridge Facility”) which could be used in conjunction with the Revolving Facility and the Term Facility to fund the Acquisition in the event the Equity Financing is not completed on or before the Acquisition Closing Date. The Bridge Facility will be terminated in the event the Equity Financing closes.
Public Offering of Subscription Receipts on a Bought Deal Basis
Stantec has entered into an agreement with CIBC World Markets Inc. (“CIBC Capital Markets”) and RBC Dominion Securities Inc. (“RBC Capital Markets”) (collectively, the “Joint Bookrunners”), on behalf of a syndicate of underwriters (the “Underwriters”) with respect to the Equity Financing.
In addition, the Underwriters have been granted an over-allotment option, exercisable in whole or in part at the offer price not later than the earlier of the 30th day following the closing date of the Equity Financing and the occurrence of a Termination Event (as defined below), to purchase up to an additional 2,604,000 Subscription Receipts at a price of $30.25 per Subscription Receipt for additional gross proceeds of up to approximately $79 million. The Subscription Receipts will be offered to the public in Canada and the United States through the Underwriters or their affiliates under the multi-jurisdictional disclosure system by way of short form prospectus filed with the securities regulatory authorities in each of the provinces of Canada and with the Securities and Exchange Commission in the United States. The Equity Financing is scheduled to close on or about April 14, 2016.
Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action, one common share in the capital of Stantec following the satisfaction of the Escrow Release Condition (as defined below) plus a Subscription Receipt Adjustment Payment (as defined below), if applicable. The gross proceeds from the sale of the Subscription Receipts, less 50% of the underwriters’ fee with respect to such sale will be held by Computershare Trust Company of Canada, as subscription receipt agent, and invested as directed by Stantec in short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province of Canada or a Canadian chartered bank (subject to those investments having a certain minimum rating) pending satisfaction of the Escrow Release Condition, all pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into on the closing of the Equity Financing among Stantec, the subscription receipt agent (the “Escrow Agent”), CIBC Capital Markets and RBC Capital Markets.
“Escrow Release Condition” means all conditions precedent to the completion of the Acquisition pursuant to the agreement in respect of the Acquisition (other than the delivery of the purchase price for the Acquisition) have been satisfied or waived, and the Company has delivered to CIBC Capital Markets and RBC Capital Markets, on their own behalf and on behalf of the Underwriters, and the Escrow Agent, a certificate, in accordance with the terms of the Subscription Receipt Agreement, confirming such satisfaction or waiver.
If: (i) the Escrow Release Condition is not satisfied on or before 5:00 p.m. (Edmonton time) on August 30, 2016 (the “Escrow Release Deadline”), (ii) the agreement in respect of the Acquisition is terminated prior to such deadline, or (iii) Stantec advises the subscription receipt agent, CIBC Capital Markets and RBC Capital Markets, or announces to the public, that it does not intend to proceed with the Acquisition prior to such deadline (each such event being a “Termination Event”), holders of Subscription Receipts will be entitled to receive an amount equal to the full subscription price and their pro rata portion of the interest earned thereon.
If the Escrow Release Condition is satisfied on or before the Escrow Release Deadline and holders of Subscription Receipts become entitled to receive common shares pursuant to the Subscription Receipt Agreement, such holders will also be entitled to receive, without duplication, an amount, if any, representing an amount per Subscription Receipt equal to the amount per common share of any cash dividends declared by Stantec for which record dates have occurred during the period from and including the date of the closing of the Equity Offering to and including the date immediately preceding the date common shares are issued or deemed to be issued pursuant to the Subscription Receipt Agreement (the “Subscription Receipt Adjustment Payment”), less any applicable withholding taxes, for each Subscription Receipt so held, as further described in the Subscription Receipt Agreement.
The issuance of the Subscription Receipts pursuant to the Equity Financing is subject to customary approvals of applicable securities regulatory authorities, including the Toronto Stock Exchange and the New York Stock Exchange.
Investors should read the short form prospectus related to the Equity Financing before making an investment decision. The description of the Subscription Receipts set forth above is qualified in its entirety by the subscription receipt agreement and the summary thereof contained in the short form prospectus. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
New Credit Facilities
Concurrently with the announcement of the Acquisition, Stantec has obtained an underwritten financing from Canadian Imperial Bank of Commerce, as sole lead arranger and sole bookrunner, providing for the Revolving Facility, the Term Facility and the Bridge Facility (together the “New Credit Facilities”).
The Bridge Facility, to be used only in the event the Equity Financing does not close on or before the Acquisition Closing Date, would be a senior secured one-year non-revolving bridge credit facility in the maximum amount of $525 million.
FINANCIAL AND LEGAL ADVISORS
DBO Partners acted as lead financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Stantec in connection with the Acquisition. CIBC Capital Markets also acted as financial advisor to Stantec on the Acquisition. Legal advice to Stantec in connection with the financing is being provided, with respect to Canadian law, by Dentons Canada LLP for the Equity Financing and Bennett Jones LLP for the New Credit Facilities and, with respect to US law, by Paul, Weiss, Rifkind, Wharton & Garrison LLP. BofA Merrill Lynch acted as financial advisor and Kirkland & Ellis LLP acted as legal advisor to MWH in connection with the Acquisition.
CONFERENCE CALL INFORMATION
Stantec will hold a conference call, to be held Tuesday, March 29, 2016, at 2:45 PM MDT (4:45 PM EDT), and broadcast live and archived in the Investors section of www.stantec.com. Interested parties who wish to listen to the conference call are invited to call 1-800-499-4035 and provide confirmation code 5229404 to the operator.
AVAILABILITY OF DOCUMENTS
Copies of related documents, such as the preliminary short form prospectus, underwriting agreement, the subscription receipt agreement and the merger agreement will be available on SEDAR (www.sedar.com) as part of the public filings of Stantec.
The Company has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the Equity Financing to which this communication relates. The Subscription Receipts may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Before readers invest, they should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Equity Financing. The Company has also filed a preliminary short form prospectus relating to the Equity Financing with each of the provincial securities regulatory authorities in Canada. Potential investors may get any of these documents for free by visiting EDGAR on the SEC website at www.sec.gov or via SEDAR at www.sedar.com. Alternatively, the Company, any underwriter or any dealer participating in the Equity Financing will arrange to send potential investors the prospectus without charge if requested in the U.S. from CIBC Capital Markets, 425 Lexington Avenue, 5th floor, New York, NY; Attention: Hector Cruz; Phone: 1-800-282-0822; Email: or from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity Syndicate; Phone: 877-822-4089; Email:
Stantec’s EBITDA, Adjusted EBITDA, Adjusted Earnings per Share and certain references to other measures in the preliminary short form prospectus contemplated by this news release are non-IFRS measures. For a definition and explanation of non-IFRS measures, please see the preliminary short form prospectus and the documents incorporated by reference therein.
Certain statements contained in this news release constitute forward-looking statements within the meaning of applicable securities laws. Any such statements represent the views of management only as of the date hereof and are presented for the purpose of providing the Company’s shareholders and potential investors with information regarding the Company, including management’s expectations with respect to the Equity Financing and the Acquisition and management’s assessment of the Company’s future plans and financial outlook. Forward-looking information in this news release includes, but is not limited to, statements regarding: the planned Equity Financing and Acquisition, including the expected closings thereof; plans regarding financing the Acquisition, including but not limited to, using the proceeds of the Equity Financing together with other financing sources to pay for the Purchase Price; the timing of the distribution of the Subscription Receipts; expectations or projections about strategies and goals for growth and expansion, including the Company’s intention to leverage the brand equity of MWH and enhance cross-selling; expectations regarding realization of synergies and accretion following the Acquisition, and the timing thereof; expected impacts of the Acquisition on EBITDA composition, earnings, cash flow and dividend growth, as well as on the Company’s future ability to reduce leverage levels. These forward-looking statements reflect management’s belief and assumptions based on information available at the time the information was stated and is not a guarantee of future performance. Key assumptions on which forward-looking information is based include, but are not limited to, assumptions about: acquisitions and divestitures; regulatory decisions and outcomes; access to capital markets; timing and completion of the Acquisition, including receipt of regulatory and MWH stockholder approval; and the realization of the anticipated benefits and synergies of the Acquisition to the combined company, including impacts on growth and accretion in various financial metrics. The forward-looking events and circumstances discussed in this news release may not occur and could differ materially from current expectations as a result of known and unknown risk factors and uncertainties affecting the Company, including: regulatory decisions and outcomes; uncertainty regarding the length of time to complete the Acquisition; uncertainty regarding the Company’s ability to achieve the cost savings, synergies and benefits anticipated from the Acquisition; economic conditions in North America and globally; and, many other factors beyond the control of the Company. Readers of this news release are cautioned not to place undue reliance on the Company’s forward-looking statements, and not to use future-oriented information or financial outlooks for anything other than their intended purpose. The Company does not undertake to update or revise any forward-looking statements contained in this news release or otherwise, whether as a result of new information, future events or otherwise, except as may be required by law. For additional information on the Company’s assumptions, and the risks and uncertainties that could cause actual results to differ from the anticipated results, refer to the Company’s preliminary short form prospectus and registration statement, each of which are filed on the Company’s profile on SEDAR at www.sedar.com and with the SEC at www.sec.gov.
We’re active members of the communities we serve. That’s why at Stantec, we always design with community in mind.
The Stantec community unites more than 15,000 employees working in over 250 locations. Our work—professional consulting in planning, engineering, architecture, interior design, landscape architecture, surveying, environmental sciences, project management, and project economics—begins at the intersection of community, creativity, and client relationships. With a long-term commitment to the people and places we serve, Stantec has the unique ability to connect to projects on a personal level and advance the quality of life in communities across the globe. Stantec trades on the TSX and the NYSE under the symbol STN.
 Adjusted for out of ordinary course severance, estimated savings associated with certain employee retirement plans and other one-time costs and items.
 Earnings per Share adjusted to exclude estimated transaction-related intangible amortization, costs and other one-time items on an after-tax basis.
SUNNYVALE, Calif.–(BUSINESS WIRE)–Financial Engines (NASDAQ:FNGN), a leading independent investment advisor1, today announced that it has signed a definitive agreement to acquire The Mutual Fund Store, L.L.C. (“The Mutual Fund Store”), a prominent nationally-branded independent Registered Investment Adviser, from Warburg Pincus and management for total consideration of approximately $560 million, including cash and stock. The transaction is expected to produce 2016 earnings per share accretion of approximately 25%, assuming the transaction closes late in the first quarter of 2016, and to increase the longer-term growth rate of the combined company. Based on the terms of the transaction, Warburg Pincus is expected to become Financial Engines’ largest stockholder with a beneficial ownership of approximately 12.5% following the closing of the transaction and Michael Martin, managing director of Warburg Pincus, will be appointed to Financial Engines’ board of directors upon closing.
“We are excited to meet the growing demands of our customers and help 401(k) plan participants with their complete financial picture”
The acquisition will enable Financial Engines to expand its independent advisory services to 401(k) participants through comprehensive financial planning and the option to meet face-to-face with a dedicated financial advisor at one of more than 125 national locations. The Mutual Fund Store is a fast-growing Registered Investment Adviser providing personalized financial planning and objective, fiduciary advice through advisors in locations across the United States. It has approximately 345 employees, approximately 84,000 accounts at about 39,000 households and over $9.8 billion in assets under management, as of October 31, 2015.
As a result of the acquisition, Financial Engines intends to expand its independent advisory services for 401(k) participants through The Mutual Fund Store’s comprehensive financial planning and in-person advisors powered by Financial Engines’ scalable advice technology. Financial Engines believes this will deliver:
• Greater usage and retention of Financial Engines’ services
• Expanded market opportunities to help 401(k) participants with more complex needs
• Significant earnings per share accretion
• Strong synergies and higher future growth
“We are excited to meet the growing demands of our customers and help 401(k) plan participants with their complete financial picture,” said Lawrence (Larry) Raffone, president and chief executive officer of Financial Engines. “By leveraging Financial Engines’ scalable advice technology to power The Mutual Fund Store’s services and in-person advisors, we believe we will be able to make high-quality investment advice and comprehensive financial planning available to everyone with access to our services through their employer. This acquisition advances our vision to provide independent advisory services to more people and we believe will also fuel significant future growth.”
“We are thrilled to join forces with Financial Engines to provide comprehensive advisory services through the workplace,” said John Bunch, chief executive officer of The Mutual Fund Store. “This transaction marks an exciting new chapter for our organization and for the advisory industry. We believe this powerful combination, based on our shared commitment to providing independent, objective advice, will benefit the customers we serve and accelerate growth opportunities for the combined entity.”
“We believe the combination of Financial Engines and The Mutual Fund Store uniquely positions the combined entity to take advantage of a growing opportunity to help millions of individuals reach their financial goals with objective, fiduciary advice,” said Michael Martin, managing director of Warburg Pincus. “We look forward to becoming a stockholder of Financial Engines and working closely with Larry Raffone and the rest of the management team.”
For the company, post-acquisition, based on financial markets remaining at November 2, 2015 levels, through all of 2016, and taking into account an anticipated closing of the acquisition of The Mutual Fund Store in the first quarter of 2016, Financial Engines estimates its 2016 revenue will be in the range of $403 million and $410 million and 2016 non-GAAP adjusted EBITDA will be in the range of $125 million to $130 million. Under typical market conditions, Financial Engines estimates that 2016 revenue will be in the range of $419 million to $426 million and non-GAAP adjusted EBITDA will be in the range of $137 million to $142 million. We expect that any synergies will be realized beginning in 2017, and beyond.
“We believe the acquisition to be significantly accretive to adjusted earnings per share in fiscal year 2016. Importantly, post-closing we expect to remain debt free and we expect to generate significant free cash flow that will enable us to continue to invest in the business and drive growth initiatives,” said Ray Sims, chief financial officer of Financial Engines.
The total transaction purchase consideration includes approximately $250 million in cash and 10 million shares of Financial Engines common stock. The combined company will be debt free following the transaction.
Based on the common stock portion of the transaction, Warburg Pincus will receive Financial Engines common shares representing approximately 12.5% of the pro forma shares outstanding. Concurrent with the closing of the acquisition, Michael Martin, Managing Director of Warburg Pincus will be appointed to serve on Financial Engines’ board of directors.
The transaction is expected to close in the first quarter of 2016 and is subject to regulatory approvals and other customary closing conditions. DBO Partners acted as financial advisor to Financial Engines, and Pillsbury Winthrop Shaw Pittman provided legal counsel. JP Morgan acted as financial advisor and Wachtell, Lipton, Rosen & Katz provided legal counsel to Warburg Pincus.
Financial Engines will host a conference call to discuss this transaction as well as its third quarter 2015 financial results today at 5:00 p.m. ET. The live webcast and presentation can be accessed from the Company’s investor relations website atwww.financialengines.com. The conference call can also be accessed live over the phone by dialing (888) 348-6435, or (412) 902-4238 for international callers. A replay will be available beginning one hour after the call and can be accessed from the Company’s investor relations website, or by dialing (877) 870-5176, or (858) 384-5517 for international callers; the conference ID is 10074933. The conference call replay will be available until November 12, 2015.
About Financial Engines
Financial Engines is a leading independent investment advisor. We help people make the most of their retirement assets by providing professional investment management and advice.
Headquartered in Sunnyvale, CA, Financial Engines was co-founded in 1996 by Nobel Prize-winning economist William F. Sharpe. Today, we offer retirement help to more than nine million employees across over 650 companies nationwide (including 142 of the Fortune 500). Our investment methodology, combined with powerful online services, dedicated advisor center and personal attention allow us to help more Americans get on the path to a secure retirement.
For more information, please visit www.financialengines.com.
All advisory services provided by Financial Engines Advisors L.L.C., a federally registered investment advisor and wholly-owned subsidiary of Financial Engines, Inc. Financial Engines does not guarantee future results.
About The Mutual Fund Store
Founded in 1996 by Adam Bold, The Mutual Fund Store, a Kansas City-based company is the first and largest nationally-branded investment advisor focusing on the mass affluent customer. By specializing in full service financial planning, The Mutual Fund Store is able to differentiate itself from other investment advisors by providing a level of fee-only, independent investment advice that is often available to only the very wealthy. Clients work with their advisor one-on-one to get tailored investment advice with a focus on individual needs and risk tolerance, to save for retirement, a new home or a child’s college education. The Mutual Fund Store with assets under management over $9.8 billion delivers investment advice to over 39,000 households across 129 locations in the U.S. For more information, please visit www.MutualFundStore.com
About Warburg Pincus
Warburg Pincus is a leading global private equity firm focused on growth investing. The firm has more than $35 billion in assets under management. The firm’s current portfolio of more than 120 companies is highly diversified by stage, sector and geography. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. Founded in 1966, Warburg Pincus has raised 14 private equity funds, which have invested more than $50 billion in over 720 companies in more than 35 countries. The firm is headquartered in New York with offices in Amsterdam, Beijing, Hong Kong, London, Luxembourg, Mauritius, Mumbai, San Francisco, Sao Paulo and Shanghai. For more information, please visit http://www.warburgpincus.com.
This press release and its attachments contain forward-looking statements that involve risks and uncertainties. These forward-looking statements may be identified by terms such as “plan to,” “designed to,” “will,” “can,” “expect,” “estimates,” “believes,” “intends,” “may,” “continues,” “to be” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the pending acquisition of The Mutual Fund Store, including the anticipated timing, costs, impact and benefits thereof, the expectation that the acquisition will be significantly accretive to Financial Engines’ adjusted earnings per share in fiscal year 2016 and will increase the longer-term growth rate of the combined company, Warburg Pincus and its expected ownership interest in Financial Engines post closing, the belief that the acquisition will enable Financial Engines to expand its independent advisory services to 401(k) participants and that this in turn will deliver increased customer satisfaction and thus driving greater usage and retention of Financial Engines’ services, expanded market opportunities, and strong synergies and higher future growth, the expectation that the acquisition will benefit customers served by, and accelerate growth opportunities for, the combined entity, Financial Engines’ expectation to remain debt-free post-closing and to generate significant free cash flow to enable continued investment in the business and drive growth initiatives, Financial Engines’ expected financial performance and outlook, including factors which may impact its outlook, benefits of its services, and growth strategy, and the benefits of its non-GAAP financial measures. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to, risks related to the pending acquisition of The Mutual Fund Store, including our ability to complete and to realize the anticipated benefits of the transaction in a timely manner or at all, and to successfully integrate The Mutual Fund Store’s business with Financial Engines, the timing of completion of the transaction, costs associated with the transaction, and the potential impact of the transaction, or announcement thereof, and reaction thereto, on our business, operating results and financial condition, our reliance on fees earned on the value of assets we manage for a substantial portion of our revenue, the impact of the financial markets on our revenue and earnings, unanticipated delays in rollouts of our services, our ability to increase enrollment, our ability to correctly identify and invest appropriately in growth opportunities, our ability to introduce new services and accurately estimate the impact of any future services on our business, the risk that the anticipated benefits of our investments in these services or in growth opportunities may not outweigh the resources and costs associated with these investments or the liabilities associated with the operation of these services, our relationships with plan providers and plan sponsors, the fees we can charge for our Professional Management service, our reliance on accurate and timely data from plan providers and plan sponsors, system failures, errors or unsatisfactory performance of our services, our reputation, our ability to protect the confidentiality of plan provider, plan sponsor and plan participant data and other privacy concerns, acquisition activity involving plan providers or plan sponsors, our ability to compete, our regulatory environment, and risks associated with our fiduciary obligations. More information regarding these and other risks, uncertainties and factors is contained in the Company’s Form 10-K for the year ended December 31, 2014 as filed with the SEC, and in other reports filed by the Company with the SEC from time to time. You are cautioned not to unduly rely on these forward-looking statements, which speak only as of the date of this press release. All information in this press release and its attachments is as of the date stated or November 5, 2015 and unless required by law, Financial Engines undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to report the occurrence of unanticipated events
Our investment advisory and management services are provided through our subsidiary, Financial Engines Advisors L.L.C., a federally registered investment advisor. References in this press release to “Financial Engines,” “our company,” “the Company,” “we,” “us” and “our” refer to Financial Engines, Inc. and its consolidated subsidiaries during the periods presented unless the context requires otherwise.
1 For independence methodology and ranking, see InvestmentNews RIA Data Center. (http://data.investmentnews.com/ria/).
Silver Lake bets $1 billion on Motorola Solutions
By Devika Krishna Kumar
Aug 5 (Reuters) – Motorola Solutions Inc said private equity firm Silver Lake would invest $1 billion in the maker of walkie-talkies and radio systems as it looks to boost growth in its services business, which includes video monitoring and data analytics.
Motorola Solutions, whose shares were up 6 percent in early trading on Wednesday, also said it planned a $2 billion buyback.
The investment is one of the largest ever by Silver Lake, which led a $24.9 billion deal to take Dell Inc private in 2013.
The private equity firm will buy $1 billion of convertible senior notes due 2020 with an initial conversion price of $68.50 per share, Motorola Solutions said.
Silver Lake will also get two board seats when the deal closes. The board currently has eight members.
Motorola Solutions, which had a market value of about $12.6 billion as of Tuesday’s close, said it expected the investment to boost its business that includes video monitoring, data analytics and content management for “smart policing”.
The business accounted for 3 percent net sales of the company’s services unit, which in turn represented 35 percent of overall net sales in 2014.
“It shows Silver Lake does value MSI as a great strategic asset, not the ex-growth declining assets some observers described recently,” Bernstein analyst Pierre Ferragu said.
Raymond James analyst Travis McCourt said the funds from Silver Lake could also be used to make strategic acquisitions, while Northcoast Research analyst Keith Housum wondered whether the deal was a precursor to an eventual move to go private.
Motorola Solutions – unrelated to cellphone and set-top box maker Motorola Mobility, now owned by China’s Lenovo – has been cutting costs aggressively in the face of sluggish sales.
The company’s major customers include police and fire departments as well as other government agencies whose budgets have been squeezed in recent years.
Bloomberg reported in April that the company had failed to find a buyer after putting itself up for sale.
Goldman Sachs & Co and J.P. Morgan are financial advisers to Motorola Solutions, while Wachtell, Lipton, Rosen & Katz was legal adviser. DBO Partners was financial adviser to Silver Lake, and Simpson Thacher & Bartlett was its legal adviser.
Motorola Solutions’ net sales fell 1.8 percent to $1.37 billion in the second quarter ended July 4.
Up to Tuesday’s close of $60.22, the company’s shares had fallen about 10 percent this year. (Reporting by Devika Krishna Kumar in Bengaluru; Editing by Saumyadeb Chakrabarty and Ted Kerr)
SAN FRANCISCO, May 7, 2015 /PRNewswire/ — DBO Partners, a leading merchant banking firm, today announced that Mathew Hein and David DeRuff have joined the firm as Partners. The firm also announced that it has changed the name of the firm from Dean Bradley Osborne to DBO Partners to reflect the significant impact that all of its partners have had on its growth and success.
Nicholas Osborne, a co-founder and Partner, said, “We are extremely pleased to add bankers with excellent track records and reputations, like Mathew and David, to our team. By expanding our technology team with such exceptional professionals we look forward to providing even greater experience and service to our growing client base.”
Gordon Dean, a co-founder and Partner, said, “Every member of our team contributed to our firm’s success in 2014. For the year we completed approximately $16 billion of M&A transactions, raised approximately $2.2 billion of capital and completed other financial advisory assignments for our clients with major transactions in each of our core industrial, consumer, technology, real estate and financial sponsor businesses. Additionally, our firm has invested alongside our clients in a number of instances reflecting our commitment to our clients’ success and advice we have provided. We have an exceptional team in place today and expect to add more talent in the future as we continue to build a merchant banking firm focused on offering creative solutions and achieving superior M&A and capital raising outcomes for our clients.”
Mathew Hein has over 20 years of experience as a technology investment banker and senior advisor. Prior to joining DBO Partners, Mathew spent 17 years in Morgan Stanley’s Technology Group, including serving as a Managing Director and Global Co-Head of Semiconductor Investment Banking. At Morgan Stanley, Mathew was responsible for numerous landmark transactions for clients including AMD, Applied Materials, Atmel, Broadcom, Ingram Micro, InvenSense, Inphi, LSI, Microsemi, Netscape, SanDisk, Spansion and Xilinx. He has completed nearly 100 transactions for public and private companies, representing buyers and sellers in negotiated as well as unsolicited transactions, and raising capital in venture, IPO, public equity, convertible, high yield and investment grade markets. For the last year, Mathew has served as an independent senior advisor to public and emerging technology companies in the Internet of Things and Computing markets. As a Partner at DBO Partners we look forward to Mathew growing our presence in the semiconductor and hardware sectors, while also identifying new growth markets to pursue.
David DeRuff has over 27 years of experience and has been a technology investment banker in Silicon Valley since 1989. David began his career at Morgan Stanley followed by Montgomery Securities and Donaldson Lufkin Jenrette. David also founded, built and sold East Peak Advisors, a leading M&A advisor to emerging technology leaders. David has developed an excellent reputation as a thought leader and highly experienced advisor for both large public and emerging technology companies in a variety of segments in the technology market. Over the last four years David built one of the first M&A practices in the industry focused on Cloud Enabling Technologies as a Managing Director of The Presidio Group. As a Partner at DBO Partners we look forward to David continuing to expand our presence in this rapidly growing market.
About DBO Partners
DBO Partners LLC is a client focused merchant banking partnership that provides a range of financial advice and strategic advisory services to its clients through its subsidiary Dean Bradley Osborne Partners, LLC, a broker dealer registered with the Securities and Exchange Commission and a member of FINRA. For more information please visit our website: www.DBOPartners.com.
|AECOM to acquire URS Corporation for US$56.31 per share in cash and stock|
LOS ANGELES & SAN FRANCISCO–(BUSINESS WIRE)–Jul. 13, 2014– AECOM Technology Corporation (NYSE:ACM) and URS Corporation (NYSE:URS) today announced the execution of a definitive agreement under which AECOM will acquire all outstanding shares of URS for a combination of cash and stock valued at approximately US$4 billion or US$56.31 per URS share, based on the AECOM closing share price as of July 11, 2014. Including the assumption of URS debt, the total enterprise value of the transaction is approximately US$6 billion.
The combined company will be a leading, fully integrated infrastructure and federal services provider with more than 95,000 employees in 150 countries. It would have calendar year 2013 pro forma revenues of more than US$19 billion and EBITDA of approximately US$1.3 billion.(1)
“This combination creates an industry leader with the ability to deliver more capabilities from a broad global platform to reach more clients in more industry end markets,” said Michael S. Burke, AECOM president and chief executive officer. “Clients, employees and stockholders of both companies will benefit from the opportunities created by these expanded capabilities, broad global reach in key growth markets and economies of scale. In one step, we will dramatically accelerate our strategy of creating an integrated delivery platform with superior capabilities to design, build, finance and operate infrastructure assets around the world.”
Martin M. Koffel, chairman and chief executive officer of URS, stated, “This is a compelling strategic combination that we believe will benefit our clients, stockholders and employees. URS stockholders will receive significant, immediate value from the transaction and will be able to participate in the future prospects of the combined company, which we expect will be better positioned to compete for major, complex projects across a diverse range of end markets and geographic regions.”
Koffel continued, “Our two businesses are complementary, and our cultures are highly compatible. We anticipate that employees from the combined company will benefit as the organization integrates its leadership talent and capitalizes on its greater scale to invest in its people, improve their career opportunities and advance their capacity to compete globally.”
Terms of the Transaction
AECOM will pay US$56.31 per URS share, based on AECOM’s closing price on July 11, 2014, representing a premium of 19% over the trailing 30-day average closing price of URS shares ending July 11, 2014. URS stockholders will receive per share consideration equal to US$33.00 in cash and 0.734 shares of AECOM common stock for each URS share. URS stockholders may elect to receive all cash or all stock consideration, subject to proration in the event of oversubscription. The election will be subject to a customary proration mechanism to achieve an aggregate consideration mix of approximately 59% cash and 41% AECOM common shares. The stock portion of the consideration is expected to be tax-free to URS stockholders.
AECOM stockholders will retain their shares following the consummation of the transaction. Upon completion of the transaction, URS stockholders will own shares that account for approximately 35% of the combined company, which will allow URS stockholders to participate in the prospects of a business that is well positioned to create long-term stockholder value.
AECOM expects the combination to be accretive to its GAAP earnings per share and more than 25% accretive to its cash earnings per share in fiscal year 2015, excluding transaction-related costs. AECOM also expects annual cost synergies of US$250 million, nearly all of which it expects to achieve by the end of fiscal year 2016. These synergy expectations are based on the due diligence and planning that have already been conducted. Including the realization of expected synergies, the approximately US$6 billion enterprise value of the transaction is less than 7x pro forma 2015 URS EBITDA.
AECOM has received a firm commitment from Bank of America to provide debt financing in connection with the transaction, subject to customary conditions, the proceeds of which will be used to refinance a portion of existing AECOM and URS debt and to finance the cash consideration to be paid in the transaction. Closing of the transaction is not conditioned on financing. The financing commitment comprises senior secured credit facilities. At closing, AECOM is expected to have approximately US$5.2 billion in total debt outstanding.
“We will continue to maintain our balance sheet flexibility,” said Stephen M. Kadenacy, chief financial officer. “We plan to use our strong free cash flow to reduce our debt level, with a goal of returning to our long-term target leverage ratio of approximately 2 times debt-to-EBITDA by the end of 2017.”
The terms of the definitive agreement have been unanimously approved by the Boards of Directors of both companies. The transaction is subject to customary closing conditions, including regulatory approvals, approval by URS stockholders of the merger agreement, and the approval by AECOM stockholders of the issuance of shares in the transaction. The transaction is expected to close in October 2014.
Seamless Integration Anticipated
AECOM will become one of the largest companies by revenue in the engineering and construction industry. The combined firm will be headquartered in Los Angeles and will be the largest publicly traded company in that city. AECOM also expects to maintain a key operational presence in San Francisco, where URS is headquartered.
Michael S. Burke will be the combined company’s chief executive officer, and the companies have designed a new operating management structure that will include proven senior leaders from both URS and AECOM. John M. Dionisio, AECOM executive chairman, will be chairman of the board and, at closing, AECOM will elect two URS board members to the AECOM Board of Directors.
“Building on AECOM’s experience of adding new skill sets and delivering them across our established global platform, we anticipate a smooth and seamless integration,” said Burke. “We are developing integration plans that will enable us to bring together the best of both organizations. The process will be led by executives of both companies.”
Additional Capabilities to Serve Customers Across AECOM’s Global Platform
The combined company will be a premier, fully integrated infrastructure firm, serving clients across a broad range of markets, including transportation, facilities, environmental, energy, water and government. The two companies are world leaders in the infrastructure industry.
URS adds to AECOM’s construction capabilities, deepening a core competency that AECOM expects to leverage across its global platform. URS also brings strong sector expertise in important end markets, including oil & gas, power and government services.
Burke added, “The combination of AECOM and URS creates an industry leader with unsurpassed capacity to deliver integrated solutions across AECOM’s existing markets. We will have the ability to design and deliver major civil infrastructure projects in sectors such as transportation and water. In addition, we expect to seize opportunities to more broadly leverage our direct investment vehicle, AECOM Capital.”
AECOM also announced that it continues to target diluted earnings per share (EPS) in the lower end of its range of US$2.50 to US$2.60 for fiscal year 2014, excluding transaction-related costs. It also still anticipates that its third-quarter EPS will be approximately 25% of its full-year results. The company’s backlog continues to grow sequentially and year over year, and remains at record levels. AECOM will release its results and host its third-quarter earnings call on August 5, 2014.
AECOM and URS will host a joint conference call on Monday, July 14, 2014, at 8 a.m. EDT to discuss the business combination. Interested parties can listen to the conference call and view accompanying slides via webcast at www.aecom.com and www.urs.com. The webcast will be available for replay following the call. The call can also be accessed over the phone by dialing 1 (800) 708-4540 or 1 (847) 619-6397; the conference ID is 37659204.
Additional information about this transaction is available online at www.aecom-urs.com.
BofA Merrill Lynch acted as lead financial advisor to AECOM with Moelis & Company LLC also acting as financial advisor. Gibson, Dunn & Crutcher LLP served as AECOM’s legal counsel. Dean Bradley Osborne and Citi Corporate and Investment Banking acted as financial advisor to URS, and Wachtell, Lipton, Rosen & Katz and Cooley LLP served as its legal counsel.
(1) A reconciliation of EBITDA to GAAP net income is included later in this press release.
Ranked as a leading engineering design firm by Engineering News-Record magazine, AECOM is a premier, fully integrated infrastructure and support services firm, with a broad range of markets, including transportation, facilities, environmental, energy, water and government. With approximately 45,000 employees — including architects, engineers, designers, planners, scientists and management and construction services professionals — serving clients in more than 150 countries around the world, AECOM is a leader in all of the key markets that it serves. AECOM provides a blend of global reach, local knowledge, innovation and technical excellence in delivering solutions that create, enhance and sustain the world’s built, natural, and social environments. A Fortune 500 company, AECOM had revenue of $8.0 billion during the 12 months ended March 31, 2014. More information on AECOM and its services can be found at www.aecom.com.
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; management and operations; information technology; and decommissioning and closure services. URS provides services for federal, oil and gas, infrastructure, power, and industrial projects and programs. Headquartered in San Francisco, URS Corporation has more than 50,000 employees in a network of offices in nearly 50 countries (www.urs.com).
Forward-Looking Statements: All statements in this press release other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which AECOM and URS operate and beliefs of and assumptions made by AECOM management and URS management, involve uncertainties that could significantly affect the financial results of AECOM or URS or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the transaction involving AECOM and URS, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to creating value for stockholders, benefits of the transaction to customers and employees of the combined company, integrating our companies, cost savings, synergies, earnings per share, backlog, and the expected timetable for completing the proposed transaction – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with the ability to consummate the merger and the timing of the closing of the merger; the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; the interest rate on any borrowings incurred in connection with the transaction; the impact of the indebtedness incurred to finance the transaction; the ability to successfully integrate our operations and employees; the ability to realize anticipated benefits and synergies of the transaction; the potential impact of announcement of the transaction or consummation of the transaction on relationships, including with employees, customers and competitors; the outcome of any legal proceedings that have been or may be instituted against URS and/or AECOM and others following announcement of the transaction; the ability to retain key personnel; the amount of the costs, fees, expenses and charges related to the merger and the actual terms of the financings that will be obtained for the merger; changes in financial markets, interest rates and foreign currency exchange rates; and those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by AECOM and URS. AECOM and URS do not intend, and undertake no obligation, to update any forward-looking statement.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, AECOM intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of AECOM and URS that also constitutes a prospectus of AECOM. Investors and security holders are urged to read the joint proxy statement/prospectus and other relevant documents filed with the SEC, when they become available, because they will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of these documents, when they become available, and other documents filed with the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by AECOM by contacting AECOM Investor Relations at 1-213-593-8000. Investors and security holders may obtain free copies of the documents filed with the SEC by URS by contacting URS Investor Relations at 877-877-8970. Additionally, information about the transaction is available online at www.aecom-urs.com.
AECOM and URS and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about AECOM’ directors and executive officers is available in AECOM proxy statement for its 2014 Annual Meeting of Stockholders filed with the SEC on Jan. 24, 2014. Information about URS’s directors and executive officers is available in URS’s proxy statement for its 2014 Annual Meeting of Stockholders filed with the SEC on April 17, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from AECOM or URS using the sources indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Use of Non-GAAP Financial Measure
In addition to the financial measures prepared in accordance with GAAP, we use the non-GAAP financial measure “EBITDA.” EBITDA is defined as net earnings before interest, taxes, depreciation and amortization expense. EBITDA is not a measure of operating performance under GAAP. We believe that the use of this non-GAAP measure helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts. When analyzing our operating performance, investors should not consider this non-GAAP measure as a substitute for net income prepared in accordance with GAAP.
Source: AECOM Technology Corporation
IRVINE, Calif.–(BUSINESS WIRE)–TRI Pointe Homes, Inc. announced today the addition of five new members to its Board of Directors, which occurred concurrently with the closing of its transaction to combine with Weyerhaeuser Company (“Weyerhaeuser”) subsidiary, Weyerhaeuser Real Estate Company (“WRECO”), in one of the largest home building transactions in industry history. The Company elected the following members to the board of directors: Daniel S. Fulton, Christopher D. Graham, Lawrence B. Burrows, Constance B. Moore and Kristin F. Gannon.
“We are extremely pleased to welcome Dan, Chris, Larry, Connie and Kristin to our Board of Directors. Our new board members bring executive leadership, operational experience and deep industry connections to the board room.”
TRI Pointe Homes’ Board of Directors and management team wish to thank former directors J. Marc Perrin, Richard D. Bronson and Wade H. Cable for all of their positive contributions throughout their tenure as members of the Company’s Board of Directors. Following these announced changes, the board has been expanded from seven to nine members.
Douglas F. Bauer, Chief Executive Officer stated, “We are extremely pleased to welcome Dan, Chris, Larry, Connie and Kristin to our Board of Directors. Our new board members bring executive leadership, operational experience and deep industry connections to the board room.”
Mr. Fulton served as President, Chief Executive Officer and a member of the Board of Directors of Weyerhaeuser from 2008 through 2013, when he retired after nearly 38 years with the company. Mr. Fulton served as the President and Chief Executive Officer of WRECO from 2001 to 2008. Mr. Fulton is the past chair of the Washington Roundtable, and he continues as a member of the Executive Committee. He is the past chair of the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University, where he continues to serve as an Executive Fellow. Mr. Fulton is a director of Saltchuk Resources, and a member of the Advisory Board for the Foster School of Business at the University of Washington. Mr. Fulton graduated with a B.A. in economics from Miami University (Ohio) in 1970. He received an M.B.A. in finance from the University of Washington in 1976, and he completed the Stanford University Executive Program in 2001.
Mr. Graham is a Senior Managing Director at Starwood Capital Group, supervising its investments in North America. Mr. Graham is responsible for originating, structuring, underwriting and closing investments in all property types. At Starwood Capital Group, he has managed Starwood Land Ventures and overseen Starwood’s investments in approximately 10,000 residential lots. In addition, he has overseen the acquisition of approximately $300 million of non performing single-family residential loans. Prior to joining Starwood Capital Group in 2002, Mr. Graham was with CB Richard Ellis in Washington, D.C. Mr. Graham received a B.B.A. in finance from James Madison University and an M.B.A. from Harvard Business School.
Mr. Burrows served as Senior Vice President of Wood Products for Weyerhaeuser from 2010 through 2013, when he retired after 25 years with the company. From 2008 to 2010, Mr. Burrows was President and Chief Executive Officer of WRECO. Prior to this, he served as President of Winchester Homes, from 2003 to 2008. Before joining Weyerhaeuser and WRECO, Mr. Burrows was a real estate consultant and developer. Currently, he is a Senior Policy Fellow at the Edward J. Bloustein School of Planning and Public Policy, Rutgers University, and an advisor to the Chesapeake Multi-Cultural Center. Mr. Burrows earned a B.A. from Rutgers University, a Masters in City Planning from the University of Pennsylvania, and is a graduate of the Wharton School of Business Advanced Management Program.
Ms. Moore currently serves as a Director at Civeo Corporation. Prior to joining Civeo, Ms. Moore served as President, Chief Executive Officer and a member of the Board of Directors of BRE Properties, Inc. from 2002 until BRE was acquired in 2014. Ms. Moore has more than 35 years of experience in the real estate industry. Prior to joining BRE in 2002, she was a Managing Director of Security Capital Group & Affiliates. From 1993 to 2002, Ms. Moore held several executive positions with Security Capital Group, including co-chairman and chief operating officer of Archstone Communities Trust. Currently, she is the chair of the Fisher Center for Real Estate and Urban Economics Policy Advisory Board at UC Berkeley, a member of the Urban Land Institute, serves on the board of the Tower Foundation at San Jose State University and is a Trustee for the City of Hope in Duarte, California. Ms. Moore holds an M.B.A. from the University of California, Berkeley, Haas School of Business and a bachelor’s degree from San Jose State University.
Ms. Gannon is currently a partner at Dean Bradley Osborne in San Francisco. Prior to joining Dean Bradley Osborn, Ms. Gannon was a Managing Director at Goldman Sachs from 2006 to 2012, where she was head of the Real Estate banking group in the west region. While at Goldman Sachs, she served as financial and strategic advisor to several private and publicly traded real estate companies and advised on mergers, sales, divestitures, capital raising and recapitalizations. Ms. Gannon was an Executive Director at Morgan Stanley from 1998 to 2006, where she was head of west coast real estate. Ms. Gannon is a board member of Lineage Logistics Holdings, LLC, the James Campbell Company in Hawaii and the nonprofit Aim High in San Francisco. She is also a member of the Policy Advisory Board of the Fisher Center at UC Berkeley and the Urban Land Institute. Ms. Gannon earned a B.S. in Business Administration from the University of California, Berkeley, and an M.B.A. from the MIT Sloan School of Management.
About TRI Pointe
Headquartered in Irvine, California, TRI Pointe Homes, Inc. (NYSE:TPH) is one of the top 10 largest public homebuilders by equity market capitalization in the United States. The company designs, constructs and sells innovative single-family homes and condominiums through its portfolio of six quality brands, which include Maracay Homes of Arizona; Pardee Homes of California and Nevada; Quadrant Homes of Washington; Trendmaker Homes of Texas; TRI Pointe Homes of California and Colorado; and Winchester Homes of Washington DC and Virginia. Additional information is available at www.tripointehomes.com.
BENICIA, Calif., June 30, 2014 /PRNewswire/ — CytoSport ®, one of the largest sports nutrition companies in the United States and the makers of Muscle Milk®, announced today that it will be acquired by Hormel Foods Corporation, creating one of the foremost protein and sports nutrition brand platforms with extensive domestic and international reach. As a leading provider of premium protein products in the sports nutrition category, CytoSport’s brands align with Hormel Food’s focus on protein while further diversifying its portfolio and broadening the appeal to younger consumers. The acquisition also enhances the resources and capabilities for CytoSport to further develop as an industry leader in innovation, consumer experience, marketing, sales, retailer relationships and distribution on a multinational scale. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals in the United States, and is expected to close within 30 days.
CytoSport was founded in 1998 by father-son duo Greg and Mike Pickett, and has remained a family-operated business from its inception. The company produces a complete line of sports nutrition products, including powders, shakes and bars under the Muscle Milk® brand. The Pickett family will remain committed to the company’s growth and will continue to be involved in day-to-day operations.
“We are excited for the future of the company and are fully confident that aligning our team’s knowledge and experience in the sports nutrition world with the incredibly robust global strategies of Hormel Foods, will help the company establish an even stronger portfolio of brands and products,” said CytoSport Chairman and Founder Greg Pickett. “Over the last 15 years we’ve developed one of the strongest brands in the industry and built an entirely new protein beverage category with Muscle Milk. This next step in the company’s growth story will enable CytoSport to continue its leadership role in the industry and be a part of a global company with greater resources. My family is extremely proud of where the company sits today and grateful to the passionate people who have been a part of this extraordinary adventure.”
TSG Consumer Partners, CytoSport’s strategic equity partner, is also selling its stake in the company. “We are fortunate to have partnered with the Pickett family and the management team to help drive the company’s success over the last seven years,” said Brian Krumrei, Managing Director at TSG Consumer Partners. “During this period, Muscle Milk has established a leading position in the protein beverage category and sales have more than quadrupled. This transaction represents an exceptional outcome for CytoSport, TSG Consumer Partners and Hormel Foods. We look forward to watching the company’s continued success under new ownership.”
CytoSport and Hormel Foods share strong corporate values and are passionate about making a difference in the lives of consumers and active lifestyle enthusiasts in local communities throughout the United States and the world. The acquisition will allow for further community investment and growth through the sports nutrition and food industries.
“We view this new opportunity as a tremendous way to expand the CytoSport brand presence on the global scale and align with a company that shares our commitment to employees and consumers,” said CytoSport Co-Founder Mike Pickett. “With the support from a multinational company like Hormel Foods, the entire CytoSport team is confident in the direction of the brands and look forward to continuing to share the brands’ experiences with consumers around the country and the world.”
Credit Suisse is serving as the exclusive financial advisor to CytoSport in connection with this transaction while Dean Bradley Osborne Partners has represented the Pickett family.
A bout CytoSport® CytoSport®, Inc. is one of the largest sports nutrition companies in the United States and provides high quality nutritional products to help athletes and active lifestyle individuals achieve their peak performance potential. The company was founded in 1998 by father and son duo Greg and Mike Pickett, and operates its NSF International GMP for Sport™ registered facility at its headquarters in Benicia, Calif. The CytoSport team is dedicated to working with sports scientists, coaches and trainers to redefine protein-enhanced products to promote workout recovery, lean muscle growth and sustained energy. CytoSport helps in building athletes from the inside out™ with a complete line of powders, shakes and bars, including the Muscle Milk® brand, an award-winning protein line used by professional athletes, collegiate athletic departments and fitness enthusiasts everywhere. CytoSport was named 2009 Small Company of the Year at the annual Beverage Forum presented by Beverage Magazine and Beverage Marketing Corporation and was named one of CircleUp25’s 2013 most innovative companies according to Forbes. In 2014, Fast Company listed CytoSport as one of the world’s top 10 most innovative companies in fitness.
About Hormel Foods Hormel Foods Corporation, based in Austin, Minn., is a multinational manufacturer and marketer of consumer-branded food and meat products, many of which are among the best known and trusted in the food industry. The company leverages its extensive expertise, innovation and high competencies in pork and turkey processing and marketing to bring branded, value-added products to the global marketplace. The company is a member of the Standard & Poor’s (S&P) 500 Index, S&P Dividend Aristocrats for 2013, was named the 2013 Sustainable Supply Chain of the Year by Refrigerated & Frozen Foods magazine, and was again named one of “The 100 Best Corporate Citizens” by Corporate Responsibility Magazine for the sixth year in a row. Hormel Foods was recognized on the G.I. Jobs magazine list of America’s Top 100 Military Friendly Employers in 2012 and 2013, and named one of the 2014 40 Best Companies for Leaders by Chief Executive magazine. The company enjoys a strong reputation among consumers, retail grocers, foodservice and industrial customers for products highly regarded for quality, taste, nutrition, convenience and value. For more information, visit http://www.hormelfoods.com .
About TSG Consumer Partners LLC TSG Consumer Partners LLC is a leading investment firm with over $2.9 billion in equity capital under management, focused exclusively on the branded consumer sector. Since its founding in 1987, TSG has been an active investor in the food, beverage, restaurant, beauty, personal care, household and apparel & accessories sectors. Representative past and present partner companies include vitaminwater, Smart Balance, popchips, Yard House, Smashbox Cosmetics, Pureology, e.l.f. cosmetics, Planet Fitness and Revolve. For more information please visit www.tsgconsumer.com .
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Investors to Pay $1.85 Billion for Fitness Club
Forstmann Little & Co. sold 24 Hour Fitness Worldwide Inc. on Friday to a group of investors, the last step in the more than two-year process of winding down the pioneering buyout firm.
A small group of Forstmann Little employees and a Washington, D.C., lawyer have been selling the firm’s holdings since the November 2011 death of co-founder Theodore J. Forstmann, a larger-than-life Wall Street figure who accumulated a fortune by acquiring companies such Dr Pepper Co. and Gulfstream Aerospace Co., and made headlines deriding his competitors and dating a string of A-list beauties.
Forstmann Little bought 24 Hour Fitness in 2005, paying about $1.6 billion in one of its last significant acquisitions. A sale of the business was completed Friday, for $1.85 billion, according to people familiar with the matter. The investors are putting down about $600 million and raising debt for the remainder, some of the people said.
The buyers are New York private-equity firm AEA Investors LP, the Ontario Teachers’ Pension Plan and Fitness Capital Partners, a joint venture between merger advisory firms Dean Bradley Osborne and Global Leisure Partners that put together cash from institutional investors and wealthy families specifically for the deal.
Based in San Ramon, Calif., 24 Hour Fitness operates more than 400 clubs in 18 states, with more than half of its locations in its home state. The business has annual revenue of about $1.3 billion, according to Moody’s Investors Service.
The fitness chain was shopped around in late 2012, but the firm pulled the plug on the process when offers came in below expectations. Attention was turned to unloading the firm’s other big asset: IMG Worldwide Inc., the talent and marketing agency that had been a favored investment of Mr. Forstmann.
Forstmann Little struck a deal in December to sell IMG to rival William Morris Endeavor Entertainment LLC and its private-equity backer Silver Lake for about $2.3 billion.
Rather than launch a broad auction for 24 Hour Fitness, the group winding down the firm negotiated privately with the buyers, many of whom had shared backgrounds at Morgan Stanley and were former associates and friends of Mr. Forstmann, said the people familiar with the deal.
Mr. Forstmann founded his firm in 1978 and helped pioneer the leveraged buyout, in which companies are bought with mostly borrowed money. He built a fortune in the 1980s and 1990s with a string of lucrative buyouts and was immortalized in the 1990 book “Barbarians at the Gate” about the takeover battle for RJR Nabisco, which his firm lost to rival KKR & Co. The title came from a swipe he took at competitors, in which he criticized their increasing use of extra-risky debt to fund corporate takeovers.
Forstmann Little racked up losses in the early 2000s on bad telecom bets, and Mr. Forstmann, who was spotted over the years with the likes of actress Elizabeth Hurley and television personality Padma Lakshmi, decided not to raise a follow-up to the firm’s 2000 buyout fund. Nor did he appoint a successor.
Investment Confirms a Tectonic Shift in Hadoop and The Accelerated Need for Big Data Solutions at the Center of the Enterprise
PALO ALTO, Calif. – March 31, 2014 – Cloudera, the leader in enterprise analytic data management powered by Apache Hadoop™, today announced a $900 million round of financing with participation by top tier institutional and strategic investors. This financing round includes the previously-announced $160 million of funding from T. Rowe Price and three other top-tier public market investors, Google Ventures, and an affiliate of MSD Capital, L.P., the private investment arm of Michael Dell and his family, and a significant equity investment by Intel that gives them an 18% share of Cloudera.
“The market opportunity for companies to gain insight and build transformative applications based on Hadoop is tremendous,” said Tom Reilly, CEO of Cloudera. “Clearly, demand is accelerating and the market is poised for growth – for all of the players in this space, and we believe Cloudera will be the company to lead this global shift in extracting value from data. This position of strength and leadership is evidenced by the strong support of public market investors, large institutional investors and now key strategic investors including Intel, who’ve made sizable and significant contributions to cement our platform offering.”
Validating the opportunity for Hadoop and Cloudera
Industry analysts who follow the market share different estimates on the market opportunity, but they agree on one thing, it’s significant and growing fast. Many enterprises are re-architecting their data centers, emulating the web-scale companies who pioneered the use of open source software like Hadoop, combined with industry-standard hardware instead of dedicated engineered systems. A few indicators of the growth of big data include these reports:
- Gartner estimates the market for data management infrastructure (database management systems including data warehousing, storage management, BI, ECM and data integration, and related systems as $74 billion in 2014, growing to $94 billion by 2017 1.
- IDC predicted the big data technology and services market will grow at a CAGR of 27% from 2012 to 2017, growing to $32.4 billion 2, and that the Internet of Things will generate 30 billion autonomously connected endpoints 3.
- Gartner predicted that Big Data would drive $232 billion in IT spending through 2016 4
- IDC estimates that the amount of data in the world will grow fifty-fold from 2010 to 2020 5 .
Cloudera pioneered the commercial Hadoop market, when it was founded in 2008 and was the only company promoting this new architecture. Today most industry analysts who follow big data would agree that Hadoop is the underlying technology behind a growing number of big data projects. Examples include web-scale properties that have pioneered the development and deployment of Hadoop in their data centers, and more frequently by enterprises who are rethinking their data centers. Although enterprises of any size will benefit by becoming more information-driven, today the greatest traction is occurring in large enterprises. They are gathering all their information and then extracting and quantifying those insights to push out in the form of new products and services. Many projects based on Hadoop, the de facto standard for data management, start out small and grow over time.
Within the last year Cloudera brought to market its version of an enterprise data hub (EDH), a reference architecture based on Apache Hadoop surrounded with open source components. The EDH is a platform that plays a critical role in data management. A Cloudera-powered EDH is open source at the core, and has an open architecture which enables ISVs to integrate directly to the platform. That gives customers choice and flexibility. Since its founding, Cloudera has taken the lead to identify or found the projects and components that deliver a core platform and it has developed unique software that adds critical capabilities for security, data management and governance, which are essential for storing, accessing and using data.
“Intel’s sizable investment in Cloudera, alongside funding from institutional investors, Google Ventures and MSD Capital, are all indicative of both the very large market opportunity and the leadership position of Cloudera,” said Jim Frankola, Chief Financial Officer for Cloudera. “These investments give us significant financial resources to accelerate growth and deliver long-term sustainable value to our customers and partners.”
Cloudera will use the funding to: support the previously-announced collaboration agreement with Intel, further drive the enterprise adoption of and innovation in Hadoop, to which it is the largest open source contributor, and promote the enterprise data hub (EDH) market; support geographic expansion into Europe, Asia and now China through Intel’s market presence in that region, and expand its services and support capabilities for new open source projects; and scale the field and engineering organizations.”
Dean Bradley Osborne Partners and Allen & Company served as financial advisers to Cloudera and assisted the Company in arranging the financing.
The financing is expected to close in the second quarter of 2014, subject to the satisfaction of customary closing conditions, including applicable regulatory requirements.
1Gartner Enterprise Software Forecast 2013 Q3 Update
2IDC Worldwide Big Data Technology and Services Forecast, 2012-2017, Doc 244979
3 IDC Worldwide Predictions, 2014
4 Gartner, October 2012
5 IDC Digital Universe Study, December 2012
Colton, CA, March 12, 2014 – Lineage Logistics (“Lineage”), a warehousing and logistics portfolio company of Bay Grove, has signed a definitive agreement to purchase Millard Refrigerated Services (“Millard”), a national third-party warehousing and logistics company headquartered in Omaha, NE. With the acquisition of Millard, Lineage will expand its network by 30 strategic locations and increase its footprint to more than 21 million total square feet and more than 518 million cubic feet of cold storage capacity.
The combination of Lineage and Millard will immediately double the size of Lineage’s business and create the second largest refrigerated warehouse network globally, based on data from the International Association of Refrigerated Warehouses. Financial terms of the transaction were not disclosed. The deal is expected to close within the next 30 days.
“Bringing Millard into the Lineage family will give us additional scale to support our growth and increase our investment in innovative technology, logistics offerings and our facilities, while adding talented management to our team. As a result, our customers will have unparalleled geographic and service capabilities in major logistics centers throughout the country with individually-designed solutions to fit their needs,” said Lineage CEO Bill Hendricksen. “Millard’s highly reputable operations and dedicated focus on service makes the company a great fit for Lineage.”
Millard’s CEO and owner, Lance Larsen, will become a Board member of and investor in Lineage. “Lineage’s leadership team is highly experienced and the ideal partner to continue growing Millard’s legacy,” said Larsen. “This is a terrific opportunity for all employees and customers to work with an exceptional company.”
“By acquiring Millard, we are executing on our long-term strategy to grow Lineage by adding a great family-owned company with deep entrepreneurial roots, values and culture,” said Kevin Marchetti, Managing Director of Bay Grove. “The Lineage vision started with the acquisition of one warehouse in 2008 and has now resulted in the combination of two acknowledged leaders in the industry. We are proud of the fact that every former owner supports our vision and has chosen to remain an active investor in Lineage. The Larsen family has built a world class company and we are honored to be the stewards of the business for the future.”
Larry Larsen founded Millard in 1963 to serve the American food industry in the Midwest. Since then, the family-owned and operated company has grown its network to 30 facilities across the United States totaling 228 million cubic feet of capacity. In addition to cold storage distribution and warehousing, Millard also provides customers with a wide variety of value-added food logistics services including transportation, high pressure processing and food manufacturing.
Marchetti concluded, “With over four billion cubic feet of refrigerated warehousing in the United States, cold chain storage is the core of our domestic food distribution infrastructure. With the addition of Millard, Lineage will become a much larger operator in this growth industry, greatly expanding the number of markets we can serve.”
Market Leader Positioned for Sustained Growth and Continued Leadership in Tech-Enabled Healthcare Cost Management Solutions
NEW YORK, Feb. 17, 2014 /PRNewswire/ — Today, a group led by Starr Investment Holdings, an investment firm focused on long-term investments, and Partners Group, a global private markets investment management firm, announced the acquisition of MultiPlan, Inc. from Silver Lake, the global leader in technology investing, and BC Partners, a leading international private equity firm. Terms of the transaction were not disclosed.
Founded in 1980, MultiPlan delivers comprehensive transaction-based solutions to healthcare payers. With a network of over 900,000 healthcare providers and extensive proprietary analytics, MultiPlan generates over $11 billion in medical cost savings on about 40 million claims annually. Leveraging technology, data and analytics, MultiPlan optimizes healthcare transactions by reducing medical costs through its network- and analytics-based solutions and by enabling efficient transaction processing through its unique technology platform.
“Today’s announcement marks the next step in an exciting journey for MultiPlan,” said Mark Tabak, MultiPlan’s Chief Executive Officer. “Starr’s historical relationship with MultiPlan and its executives was fundamental in bringing our firms together. With the investment led by Starr and Partners Group, we have the long-term capital, strategic support and collective set of relationships to further grow our company and evolve our solutions in the rapidly-changing healthcare market and beyond.”
Mr. Tabak added: “We have enjoyed our partnership with BC Partners and Silver Lake and thank them for their contributions to our success, as well as for their leadership in several strategic and technology initiatives that strengthened the company’s growth outlook.”
“MultiPlan operates at the center of the healthcare ecosystem and is uniquely positioned to continue to expand its service offering and drive value and cost savings for its customers,” said Geoffrey Clark, Senior Managing Director of Starr Investment Holdings.
“In an environment of escalating medical costs, MultiPlan’s value proposition is increasingly critical and its innovative solutions ever more impactful to corporations and, more importantly, the lives of their employees,” said Joel Schwartz, a Managing Director of Partners Group in New York.
“It has been our privilege to partner with MultiPlan,” said Raymond Svider, Managing Partner of BC Partners, and Egon Durban, Managing Partner of Silver Lake. “Since our investment in 2010, MultiPlan has successfully integrated Viant and strengthened its foundation for long-term growth through enhanced technology capabilities, expanded customer relationships and deeper penetration into adjacent markets and new product lines.”
The transaction has fully committed financing from Barclays PLC and J.P. Morgan Chase & Co. and is subject to regulatory approvals and customary closing conditions.
Barclays PLC, J.P. Morgan Chase & Co., Kirkland & Ellis LLP, Marwood Group LLC and KPMG LLP are advising Starr Investment Holdings, with King & Spalding LLP advising Partners Group.
Bank of America Merrill Lynch, Credit Suisse, Goldman, Sachs & Co., RBC Royal Bank, Dean Bradley Osborne, LionTree Advisors LLC and The Raine Group LLC are advising MultiPlan, BC Partners and Silver Lake.
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: ; Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 866-471-2526, facsimile: 212-902-9316, e-mail: ; or Wells Fargo Securities, LLC, Attn Equity Syndicate Dept., 375 Park Avenue, New York, NY 10152, telephone: (800) 503-4611, e-mail:
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).
Dean Bradley Osborne Advises Silver Lake on its Investment in William Morris Endeavor
Silver Lake’s Investment to Accelerate Digital Growth Strategy and Capitalize on the Convergence of the Technology, Media and Content Industries
BEVERLY HILLS, Calif. and MENLO PARK, Calif., May 2, 2012 /PRNewswire/ — William Morris Endeavor Entertainment (WME), one of the world’s leading entertainment and media companies, and Silver Lake, a global leader in technology investing, announced today that they have launched a new strategic partnership and have signed a definitive agreement for Silver Lake to acquire a minority stake in the company.
In a statement the WME Management Board said: “Our partnership with Silver Lake will accelerate WME’s transformation into a technologically innovative entertainment and media company and ensure we can best support our clients across all digital media channels. This investment will give WME access to Silver Lake’s expertise, resources and relationships across the global technology industry, ensuring our clients and the content they create are strategically positioned for the future as the convergence of technology, entertainment and media accelerates.”
“Partnering with Silver Lake aligns WME with the global leader in technology investing, and ensures that all of our clients across film, TV, music, literature and other genres can capitalize on the dramatic new opportunities emerging from the digital media revolution,” said WME Co-CEOs Patrick Whitesell and Ariel Emanuel. “While we have already taken significant strategic steps to transition our business to the new digital media landscape, we are excited about the financial strength and technology expertise Silver Lake brings, which will enable us to expand WME’s growth strategy into digital media and create compelling new opportunities for our clients.”
WME has an unparalleled global client base, representing many of the world’s most prominent artists, performers and content creators. In recent years WME has made over 15 strategic investments in companies across the digital media landscape, including the interactive advertising, social media, social gaming and online retail sectors.
Egon Durban, a Managing Partner of Silver Lake, will join WME’s Executive Committee along with the company’s Co-CEOs and will also help create a new Technology Advisory Council that will identify technology related growth opportunities which would benefit WME’s clients. WME’s day to day operations will continue to be run by its current leadership team and Management Board. Ariel Emanuel, Patrick Whitesell and the entire management team have all renewed long-term contracts with WME.
“Across the global technology and media landscape, digital forces are disrupting and transforming how content is produced, distributed and monetized,” said Durban. “WME’s clients produce some of the highest quality and most valued content available across both traditional and new media. We believe that WME is a strategic platform for investments and partnerships, positioned at the epicenter of the converging technology and content industries. We admire what Ari, Patrick and their world-class management team have achieved over the last 17 years since Endeavor was founded, including the successful merger with the William Morris Agency. We believe that the impact of technology across the global media, entertainment and content industries will continue to provide WME and its clients with many new compelling opportunities and we are excited to partner with WME on the next phase of their growth.”
The transaction is subject to customary closing conditions. Terms of the transaction were not disclosed.
WME was advised in the transaction by The Raine Group and Paul, Weiss, Rifkind, Wharton and Garrison LLP. Silver Lake was advised by Simpson Thacher & Bartlett LLP.
About William Morris Endeavor Entertainment
Leading entertainment and media company WME represents elite artists from all facets of the industry, including motion pictures, television, music, theatre, publishing and physical production. WME also advises some of the world’s most recognized consumer brands to create entertainment-based marketing solutions and invests in companies across the digital media landscape. WME is headquartered in Beverly Hills with offices in New York, London, Nashville and Miami.
About Silver Lake
Silver Lake is the global leader in private investments in technology and technology-enabled industries. Silver Lake invests with the strategic and operational insights of an experienced industry participant. The firm has over 100 investment professionals and value creation specialists located in New York, Menlo Park, San Francisco, London, Hong Kong, Shangai and Tokyo and manages approximately $14 billion. The Silver Lake portfolio includes or has included technology industry leaders such as Alibaba, Allyes, Ameritrade, Avago, Avaya, Business Objects, Flextronics, Gartner, Gerson Lehrman Group, Groupon, Instinet, Intelsat, Interactive Data Corporation, IPC Systems, MCI, Mercury Payment Systems, MultiPlan, the NASDAQ OMX Group, NetScout, NXP, Sabre, Seagate Technology, Serena Software, Skype, Spreadtrum, SunGard Data Systems, UGS, Vantage Data Centers and Zynga. For more information about Silver Lake and its entire portfolio, please visit www.silverlake.com
SAN FRANCISCO, CA, March 13, 2012 – Diamond Foods, Inc. (NASDAQ: DMND) (“Diamond”) today provided business and brand updates to give its stakeholders greater visibility into the progress of its accounting restatement, actions being taken to strengthen Diamond’s balance sheet and factors influencing Diamond’s performance, including walnut pricing.
“Since February 8, 2012, Diamond’s team has taken a number of actions to address the issues facing the Company and to better position Diamond for the opportunities we see going forward,” said Rick Wolford, Diamond’s Interim President and Chief Executive Officer. “The Company, working with Interim Chief Financial Officer Mike Murphy and his team from Alix Partners, is progressing well in working with our banks and addressing financial reporting and restatement issues. To assist Diamond in assessing our capital structure and evaluating ways to strengthen the balance sheet, the Company has retained Dean Bradley Osborne Partners LLC as its financial advisor.”
Diamond and its advisors are making substantial progress strengthening the Company’s financial reporting and control capabilities and restating Diamond’s consolidated financial statements for fiscal years 2010 and 2011. The timing of the restatement has not yet been finalized.
“With regard to its core business, Diamond’s management team is sharply focused on optimizing the strategy, performance and execution of each of its product lines,” added Rick Wolford.
Extensive efforts are underway to reset the Company’s walnut activities and to restore and strengthen Diamond’s relationships with growers. Increased global demand for walnuts has driven pricing to record levels of at least 35 percent higher than for last year’s crop. Diamond, as it refocuses on its walnut supply, intends to be competitive in its walnut sourcing activities, and expects its walnut-related cost of sales to rise in line with current pricing trends. Diamond is taking pricing action to address this cost issue.
Diamond’s snack brands have continued to deliver strong retail sales, with share gains for Emerald, Pop Secret and Kettle in the most recent 12-week Nielsen tracking period. While Diamond’s fiscal 2012 non-retail walnut sales were down significantly due to less supply, Diamond’s culinary branded retail sales are up 7 percent in the 12-week period, largely on the strength of price increases implemented in the past year.
Diamond’s U.S. Nielsen retail scanner performance data for the twelve-week period ended February 18, 2012 in the food, drug and mass channels was as follows:
|Brand YoY Growth||Category YoY Growth||Market Share Change|
|Emerald||+29%||+3%||+ 200 basis points|
|Pop Secret||+6%||+2%||+110 basis points|
|Kettle U.S.||+8%||+1%||+ 20 basis points|
|Diamond of California||+7%||+8%||– 30 basis points|
Sources: Nielsen U.S. Food, Drug and Mass dollar sales for 12-week period ended February 18, 2012. All comparisons are to the same measured period in the prior year.
“Despite the challenges we have faced over the past several months, our brands continue to perform well and we believe the steps we are taking will best position Diamond for the future,” continued Rick Wolford.
Diamond expects to update its outlook for fiscal 2012 after its financial restatement is completed.
Diamond Foods is an innovative packaged food company focused on building, acquiring 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.
Note regarding forward-looking statements
Statements in this press release that relate to future results, events and expectations, including statements about our sales performance and future plans, cost of walnuts, the timing of our financial restatement and potential capital transactions, are forward-looking statements that necessarily depend on critical assumptions and are subject to risks and uncertainties. Actual results may differ materially from what we currently expect because of many risks and uncertainties, including: uncertainty about the timing and scope of our financial restatement; risks relating to our credit facility, including compliance with existing debt covenants and obtaining forbearance from our lenders; increase in the cost of debt, ability to raise additional capital, risks relating to litigation, relations with growers; availability and cost of walnuts and other raw materials; increasing competition and possible loss of key customers; and general economic and capital markets conditions. Risk factors affecting our business and prospects are described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2011, and under “Additional Risk Factors” in our Current Report on Form 8-K filed with the SEC on November 28, 2011. All forward-looking statements and reasons why results might differ included in this press release are made as of the date of this press release, based on information currently available to Diamond’s management, and we assume no obligation to update any forward-looking statement or reasons why results might differ.
SVP, Corporate Strategy
(415) 445 -7444
Sard Verbinnen & Co for Diamond Foods
Paul Kranhold/Lucy Neugart
Firm Provides Full Range of Strategic and Financial Advisory Services Across a Range of Industries
SAN FRANCISCO AND NEW YORK – February 23, 2012 – Former Morgan Stanley senior investment bankers Gordon Dean, Mark Bradley, Nicholas Osborne, Bryan Andrzejewski and Robert Berner today announced the launch of Dean Bradley Osborne, a new investment banking firm with presence in San Francisco and New York City. With more than 100 years of collective experience advising global leaders on their most important strategic and financial transactions, Dean Bradley Osborne offers bulge bracket expertise across a range of investment banking advisory services, including: mergers and acquisitions, leveraged buyouts, restructuring, debt and equity capital raising, shareholder relations and financing and general partner advisory services.
In a joint statement, the partners of Dean Bradley Osborne said: “By bringing together a banking team with an exceptional track record across a range of products and industries in an environment free of institutional conflicts, Dean Bradley Osborne provides superior focus on and results for our clients.”
As part of its launch, Dean Bradley Osborne is proud to announce today that it served as a financial advisor to URS Corporation in its $1.26 billion acquisition of Flint Energy Services Ltd., which was announced on February 20, 2012. “We are extremely pleased to be associated with a global leader like URS Corporation and to assist it in successfully announcing this important strategic acquisition. We look forward to continuing to deliver independent, impartial and sound advice to boards of directors and management teams facing critical decisions about the future of their companies,” said the partners of Dean Bradley Osborne.
Messrs. Dean, Bradley, Osborne, Andrzejewski and Berner have collectively worked on hundreds of transactions. At Morgan Stanley, Dean previously served as a Managing Director and as a Vice Chairman of Investment Banking; Bradley served as a Managing Director and Chairman of the Financial Sponsors Coverage Group; Osborne served as Managing Director and Head of Global Technology M&A; Andrzejewski served as Head of West Coast Corporate Finance Execution; and Berner served as Head of the Food, Beverage and Consumer Group and was subsequently a partner at CVC Capital.
“We are all grateful for our many years at Morgan Stanley, the relationships we built with our clients and our former colleagues there, and we look forward to continuing to build on those important relationships,” added the partners of Dean Bradley Osborne.
About Dean Bradley Osborne
Dean Bradley Osborne LLC is a client-focused investment banking partnership that provides a range of financial advice and strategic advisory services to its clients through its subsidiary, Dean Bradley Osborne Partners LLC, a broker-dealer registered with the Securities and Exchange Commission and a member of FINRA. Our partners bring over 100 years of experience advising global leaders on their most important transactions. For more information about Dean Bradley Osborne LLC or Dean Bradley Osborne Partners LLC, please visit our website: www.DBOpartners.com
Robert Berner, III
Dean Bradley Osborne