What's Market Public Merger Activity for the Week Ending December 19, 2014 | Practical Law

What's Market Public Merger Activity for the Week Ending December 19, 2014 | Practical Law

A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

What's Market Public Merger Activity for the Week Ending December 19, 2014

Practical Law Legal Update 5-593-1725 (Approx. 3 pages)

What's Market Public Merger Activity for the Week Ending December 19, 2014

by Practical Law Corporate & Securities
Published on 18 Dec 2014USA (National/Federal)
A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.
Seven agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week. Three of the acquisitions are by financial buyers, including two private equity "club" deals, and two of the deals are bank consolidation deals. Several of the deals involve foreign buyers, including both PE club deals.
In the largest deal of the week and the largest LBO of the year (depending on one's characterization of the acquisition of Safeway, Inc.), on December 14, 2014, an investor consortium led by BC Partners, Inc. agreed to acquire PetSmart, Inc., a specialty retailer of pet products and services, in an all-cash transaction valued at $8.7 billion. The deal will be heavily leveraged, with $6.95 billion of the funds being raised with new debt financing.
Somewhat uniquely, the investor group includes some of BC Partners' own limited partners, including La Caisse de dépôt et placement du Québec and affiliates of StepStone Group LP, who are investing directly in the deal. Also investing are affiliates of GIC Special Investments Pte Ltd (the private equity arm of Singapore's sovereign wealth fund) and Longview Asset Management, LLC, a current stockholder of PetSmart. Longview owns or manages approximately 9% of PetSmart common stock and is participating in the buyer group with respect to approximately one-third of its holdings, which it will roll over into the newly formed acquisition entity. The balance of its holdings will receive the $83.00/share cash merger consideration, and Longview entered into a voting agreement with respect to those holdings.
The deal is one example this week of an LBO prompted at least in part by the urging of shareholder activists. PetSmart had been under pressure to explore a sale by shareholders Jana Partners LLC and, later, Longview. On the same date as the PetSmart deal, an investor group of Thoma Bravo, LLC and Ontario Teachers' Pension Plan agreed to acquire IT services provider Riverbed Technology, Inc. in an all-cash transaction valued at $3.6 billion. Riverbed had been the subject of two takeover bids earlier this year by shareholder Elliot Management, which Riverbed rejected. The per share merger consideration in the agreement with Thoma Bravo and OTPP is the same consideration that Elliot Management offered in its second bid for Riverbed, but Elliot Management has already indicated its approval for the deal.
Also this week:
  • On December 10, 2014, Renasant Corporation agreed to acquire bank holding company Heritage Financial Group, Inc. in an all-stock transaction valued at approximately $258 million at signing.
  • On December 13, 2014, Fortress Investment Group LLC agreed to acquire financial intermediary MicroFinancial Incorporated in an all-cash tender offer valued at $147.19 million.
  • On December 15, 2014, Northwest Bancshares, Inc. agreed to acquire bank holding company LNB Bancorp, Inc. in a cash-or-stock election transaction valued at approximately $183.3 million at signing.
  • On December 16, 2014, Koninklijke Philips N.V. (Royal Philips) agreed to acquire intravascular imaging and measuring device manufacturer Volcano Corporation in an all-cash tender offer valued at $1 billion.
  • On December 18, 2014, Alimentation Couche-Tard Inc. agreed to acquire convenience store operator The Pantry, Inc. in an all-cash transaction valued at $1.7 billion including assumed debt.
For additional public merger agreement summaries, see What's Market.