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Mergers & Acquisitions Select Case Studies
Click on tombstones below to read complete case studies.   Financial advisor to SABMiller plc on its A$11.7 billion acquisition of Foster’s Group LimitedOn December 16, 2011, SABMiller plc (“SABMiller,” LSE: SAB, JSE: SAB), one of the world’s largest brewers, with more than 200 beer brands and more than 70,000 employees in over 75 countries worldwide, acquired Foster’s Group Limited (“Foster’s Group,” ASX:FGL), an Australian-based producer and marketer of beer and cider. Court approval of the transaction followed a Foster’s Group shareholders meeting at which the acquisition was approved by 99.1% of current shareholders. Execution of the transaction scheme of arrangement was a noteworthy success after SABMiller’s initial proposal to acquire Foster’s Group for $4.90 per share in June 2011 became hostile in August 2011. Under the approved transaction, Foster’s Group’s ordinary shareholders received total cash consideration of A$5.40 per share, representing an enterprise value of A$11.7 billion. Moelis & Company acted as financial advisor to SABMiller.   Trusted advisor to Centro Properties GroupOn March 1, 2011, Centro Properties Group (“Centro” or “CNP”), Australia’s largest manager of retail property investment syndicates with 123 shopping centers in its Australian portfolio as well as 600 retail locations in the United States, announced the sale of its U.S. assets and platform, and intention to pursue a debt restructuring and a potential merger of its Australian interests. CNP and its managed funds entered into a binding stock purchase agreement to sell the Centro U.S. platform to BRE Retail Holdings, LLC, an affiliate of Blackstone Real Estate Partners VI, L.P. for an enterprise value of approximately $9.4 billion. Proceeds will be used to repay debt in accordance with CNP’s existing Stabilization Agreement.
On August 9, 2011, Centro announced that it had entered into an Implementation Agreement which sets out the terms of a restructuring proposal as agreed between more than 83% of CNP’s senior lenders as well as three funds in which CNP manages and holds investment interests: Centro Retail Trust (“CER”), Direct Property Fund (“DPF”) and Centro Australia Wholesale Fund (“CAWF”). The proposal involves a A$5.0 billion merger of the Centro Group’s Australian assets in conjunction with the cancellation of CNP’s senior debt of A$3.4 billion.
Moelis & Company brought together an integrated team of professionals in the U.S. and Australia with backgrounds in Restructuring, Mergers and Acquisitions and Real Estate to drive effective results. Moelis & Company acted as joint sale advisor to Centro on the sale of its U.S. interests and continues to act as restructuring advisor to CNP.   Exclusive financial advisor to Orkla ASA on the NOK 12.5 billion sale of Elkem AS to China National Bluestar GroupOn January 10, 2011, Orkla ASA (“Orkla,” OSEBX: ORK), one of the largest companies on the Oslo stock exchange with a diversified portfolio strategy, entered into a binding agreement to sell Elkem AS, a global manufacturer of high quality and environmentally friendly produced metals and materials, for NOK 12.5 billion to China National Bluestar Group, which is 80% owned by the Chinese state-owned company China National Chemical Corporation and 20% by the Blackstone Group. Moelis & Company conducted a discreet and targeted process involving multiple buyers from different continents, each with specific deal structuring, approval and time constraints. The transaction successfully closed in April 2011. This transaction reinforced Moelis & Company’s track record of discreetly executing complex cross-border M&A and completing transactions with a Chinese buyer. Moelis & Company acted as exclusive financial advisor to Orkla.   Financial advisor to the Special Transaction Committee of the Board of Directors of The Student Loan Corporation on the company’s sale to Discover and $42.0 billion of associated asset sales to Sallie Mae and CitiOn December 31, 2010, The Student Loan Corporation (“SLC,” NYSE: STU), a leading originator and servicer of student loans, and Citibank N.A. completed a series of transactions that allowed Citi to exit the student loan business and continue its strategic reduction of assets held in Citi Holdings. The transaction was structured in three parts including an agreement to sell SLC’s operating business and $4.0 billion in student loans to Discover Financial Services (NYSE: DSF). Separately, SLM Corporation (“Sallie Mae,” NYSE: SLM) agreed to acquire $28.0 billion of securitized federal student loans and related assets while Citi agreed to acquire $8.7 billion in federal and private student loans. Public shareholders of SLC were entitled to receive $30 per share, a 42% premium to SLC’s closing price on the last trading day prior to announcement. Moelis & Company acted as financial advisor to the Special Transaction Committee of SLC’s Board of Directors and issued a number of fairness opinions.  Financial advisor to Pacific Century Motors on its acquisition of Nexteer Automotive from General MotorsOn November 30, 2010, Pacific Century Motors (“PCM”), an entity backed by the Beijing Municipal Government, completed its acquisition of Nexteer Automotive (“Nexteer”) from General Motors (NYSE: GM), representing the single largest investment in the auto parts industry ever made by a Chinese company. The acquisition provided PCM with a global platform for cross-selling products as well as access to Nexteer’s world-class technology, design and manufacturing capabilities. It also positioned Nexteer for greater growth through expansion of its customer base in key emerging markets, particularly in the Asia-Pacific region. Moelis & Company acted as financial advisor to Pacific Century Motors.   Financial advisor to the Special Committee of the Board of Directors of GLG Partners on its $1.6 billion sale to Man GroupOn October 14, 2010, Man Group plc (“Man,” LSE: EMG), one of the world’s largest alternative asset managers with $39 billion under management, agreed to buy GLG Partners Inc. (“GLG,” NYSE: GLG), a global alternative asset manager with $24 billion in assets under management (“AUM”), for $1.6 billion. The transaction represents the first ever public-to-public M&A transaction in the alternative asset management sector. The structure included two concurrent transactions with different forms of consideration paid to insiders and the public stockholders. Insiders received Man shares in exchange for their GLG shares based on a valuation of $3.50 per share and public stockholders received cash consideration of $4.50 per share. Man acquired the outstanding common stock of GLG not subject to the share exchange at a 55% premium to the closing price of GLG’s common stock on the last trading day prior to announcement. The transaction brought together two highly complementary businesses, both focused on delivering long-term investment performance. The combined company has $63 billion of net AUM, making it the largest alternative asset manager in the world. Moelis & Company acted as financial advisor to the Special Committee of the Board of Directors of GLG, which represented public shareholders.  Financial advisor to Allied Waste on its $12.7 billion sale to Republic ServicesOn December 5, 2008, Republic Services, Inc. (“Republic Services,” NYSE: RSG), the third largest waste management firm in the United States, and Allied Waste Industries, Inc. (“Allied Waste,” NYSE:AW), the second largest non-hazardous solid waste management company in the United States, merged to create one of the nation’s leading waste and environmental services providers, with more than 375 collection companies providing services in 40 states and Puerto Rico. The combined company is named Republic Services, Inc. and trades under the ticker symbol “RSG” on the NYSE. Moelis & Company acted as financial advisor to Allied Waste.   Financial advisor to Anheuser-Busch on its $61.2 billion sale to InBev SAOn November 18, 2008, InBev SA (“InBev,” ENXTBR: INB), an independent brewer with operations in 30 countries, acquired Anheuser-Busch Companies (“Anheuser-Busch,” NYSE: BUD), a premier producer and distributor of beer in the United States and internationally, representing the largest all cash deal in history. On June 11, 2008, InBev made an unsolicited takeover offer of $65.00 per share for Anheuser-Busch and Anheuser-Busch’s board formally rejected InBev’s proposal, claiming it substantially undervalued the U.S. beer maker. InBev later raised its all cash offer for Anheuser-Busch to $70.00 per share. Anheuser-Busch agreed to the revised proposal on July 13, 2008 and entered into a definitive merger agreement with InBev. The successful completion of the acquisition of Anheuser-Busch created the global leader in beer and one of the world’s top five consumer products companies. Moelis & Company acted as financial advisor to Anheuser-Busch.   Financial advisor to Invitrogen Corporation on its $6.7 billion acquisition of Applied BiosystemsOn November 21, 2008, Invitrogen Corporation (“Invitrogen,” NASD: IVGN), a premier provider of essential life science technologies for disease research, drug discovery and commercial bioproduction, acquired Applera Corporation’s Applied Biosystems Group (“Applied Biosystems,” NYSE: ABI), a leader in developing and marketing instrument-based systems, consumables, software and services for the life sciences industry. Applied Biosystems shareholders received $38.00 per share in the form of cash and stock, a premium of 17% to Applied Biosystem’s closing price on the last trading day prior to announcement. The transaction created Life Technologies, a global biotechnology tools company dedicated to improving the human condition. Moelis & Company acted as financial advisor to Invitrogen, negotiated with numerous financing sources on behalf of Invitrogen to secure the best possible terms in a difficult market environment and designed a unique collar structure for the transaction consideration.  Financial advisor to Hilton Hotels on its $26.5 billion sale to BlackstoneOn October 24, 2007, the real estate and corporate private equity funds of The Blackstone Group (“Blackstone,” NYSE: BX), a leading global alternative asset manager and provider of financial advisory services, acquired Hilton Hotels Corp. (“Hilton,” NYSE: HLT), the leading global hospitality company with more than 2,800 hotels and 480,000 rooms in 76 countries and territories, in the largest deal ever in the hotel sector. The acquisition was made at $47.50 per share in cash, representing a 40% premium to Hilton’s share price on the day prior to announcement. The acquisition brought together a leading global hospitality company with Blackstone’s extensive portfolio of hotels and resorts and is ranked among the top 10 largest U.S. leveraged buyouts ever. Moelis & Company acted as financial advisor to Hilton. |
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News Feed- Ken Moelis on Bloomberg TV
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- Moelis & Company Announces the Appointment of Christopher Riley as Managing Director as the Firm looks to expand into GermanyMoelis & Company today announced the appointment of Christopher Riley as a Managing Director, based in Germany, who will be responsible for advising clients in the German speaking region.
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