Transactions
Displaying: M&A and Strategic Advisory
September 2016
$2 billion debt restructuring
Restructuring and RecapitalizationOn September 21, 2016, Templar Energy, LLC (“Templar”), an oil and gas exploration and production company focused on the U.S. mid-continent region, completed its out-of-court restructuring and recapitalization. Acting as the company’s exclusive financial advisor, Moelis & Company’s involvement resulted in 100% of lenders consenting to an exchange offer and avoiding a potentially lengthy and costly in-court Chapter 11 bankruptcy.
Initially backed by financial sponsors First Reserve and Trilantic, Templar established a quality acreage position in the mid-continent in 2013-2014. This was done through a series of acquisitions financed with the issuance of $1.45 billion of second lien term loans. Shortly thereafter, precipitous decline in oil and natural gas prices rendered the company’s overlevered balance sheet unsustainable. In late 2015, Templar approached its second lien lenders regarding the formation of an ad hoc group, who subsequently hired Moelis & Company to advise on restructuring conversations.
Moelis & Company performed extensive diligence on the company’s asset base and operational capabilities and advised its clients that the company was better suited for a debt-to-equity exchange versus accepting a cash tender offer. The Firm negotiated a comprehensive restructuring solution, crafting the ultimate deal construct that provided the second lien lenders with the majority of new money investment rights (60%) and effective control of the company’s board.
Ultimately, Templar received total new money investment of $365 million and used the proceeds for the second lien cash payment and to pay down its first lien lenders, resulting in a substantially delevered company with ample liquidity. Through the debt-to-equity exchange and new preferred equity investment, second lien lenders own over 80% of the pro forma equity. They received $133 million of cash, 45% of the equity in the reorganized Templar (after dilution) and the participation rights in a fully-backstopped rights offering of participating preferred equity.
February 2016
$13.3 billion
Merger with Sirona Dental Systems Inc.On September 15, 2015, DENTSPLY International Inc. (“DENTSPLY”) (NASDAQ: XRAY), one of the world’s largest manufacturers of consumable dental products for the professional dental market, and Sirona Dental Systems Inc. (“Sirona”) (NASDAQ: SIRO), a global dental technology leader, announced that the Boards of Directors of both companies unanimously approved a definitive merger agreement to combine the companies in an all-stock merger of equals. This combination created the world’s largest manufacturer of professional dental products and technologies with net revenue of approximately $3.8 billion and adjusted EBITDA of more than $900 million.
Moelis & Company served as the exclusive financial advisor to DENTSPLY and led the company in all aspects of the transaction. Narrowing in on the essential elements unique to this client, Moelis & Company advised on the negotiation of key economic, managerial and social deal terms, post-close capital allocation strategy and messaging of the deal announcement to the Street. Under the terms of the agreement, Sirona shareholders received 1.8142 shares of DENTSPLY for each existing Sirona share, reflecting an “at market” exchange ratio. At closing on February 29, 2016, DENTSPLY shareholders owned 58% and Sirona shareholders owned 42% of the combined company in a tax-free merger.
The combined company, supported by its leading platforms in consumables, equipment and technology, offers an enhanced set of complementary offerings and end-to-end solutions that will advance patient care. Customers across the globe will now be supported by the largest sales and service infrastructure in the industry to deliver an optimized product range that will meet the increasing global demand for digital dentistry and integrated solutions. In an industry that is increasingly consolidating, the DENTSPLY/Sirona merger represented an opportunity for both companies to gain scale, increase product breadth and increase shareholder value. The transaction is expected to have over $125 million of annual pre-tax synergies by the third year and to be accretive to both sets of shareholders within the first year after close.
The deal builds on Moelis & Company’s track record of delivering differentiated advice to public company boards while maintaining confidentiality. This transaction represents the largest dental transaction in history.
December 2015
£13 billion
Sale of an asset portfolio to affiliates of Cerberus Capital Management LPOn November 13, 2015, UK Financial Investments Limited (UKFI) announced that UK Asset Resolution Limited (UKAR) would sell a £13.0 billion asset portfolio to Cerberus Capital Management LP (“Cerberus”). Moelis & Company acted as the financial advisor to UKFI on this record-breaking sale of mortgages which had been taken into public ownership nearly a decade earlier.
As part of the U.K.’s response to the financial crisis and in order to manage the Governments interventions, UKFI was set up in 2008. UKFI’s objective is to implement a strategy for realizing value for the government’s holdings over time in an orderly and active way, consistent with its view that it has no wish to be a permanent investor in U.K. financial institutions. UKAR was established in 2010 as a holding company to integrate the administration and servicing of the legacy mortgage businesses of NRAM (previously known as Northern Rock Asset Management plc) and Bradford & Bingley plc.
The UKAR portfolio sold to Cerberus in this transaction comprised of mortgages and unsecured loans from the legacy book of NRAM, the former Northern Rock mortgage business. This highly competitive process resulted in UKAR achieving a £280 million premium over book value. As part of the transaction, TSB Bank acquired £3.3 billion of mortgages and loans from Cerberus, adding 34,000 customers across the U.K.
The sale brought the total UKAR balance sheet reduction to £73.5 billion (63%) and meant that the government had exited over 85% of Northern Rock whilst delivering value-for-money for the taxpayer.
This marque transaction, completed in May 2016, received accolades from U.K. Chancellor George Osborne, who called it a “major milestone in clearing up the mess left by the financial crisis, with the sale of former Northern Rock mortgages.” It currently represents the largest financial asset sale ever by a European government.
July 2015
Undisclosed
Capital RaiseOn May 29, 2014, Extraction Oil & Gas, LLC (“Extraction”), a Denver-based energy company focused on the exploration and production of oil and gas reserves in the Rocky Mountains, completed a $230 million HoldCo loan and $230 million of common equity units. In addition to this financing, Moelis & Company also secured commitments for Extraction from the same investor group for an additional $425 million of debt and equity financing. The debt and equity financing comes from a syndicate of top tier institutional investors including mutual funds, alternative investment managers, pension funds, endowments and funds-of-funds. Both the debt and equity financings were significantly oversubscribed, resulting in attractive terms for Extraction. This transaction demonstrates Moelis & Company’s ability to seamlessly execute a complex joint debt-and-equity capital markets transaction to meet the needs of our clients. Moelis & Company acted as exclusive financial advisor and placement agent to Extraction on the financing transactions.
March 2015
$3.5 billion
Acquisition of Economic Zones World FZE from Port and Free Zone World FZEIn March, 2015, DP World Limited (“DP World”) successfully completed its acquisition of Economic Zones World FZE (“EZW”) from Port and Free Zones World FZE (“PFZW”) for a total cash consideration of $2.6 billion (subject to certain adjustments), in addition to the assumption of net debt ($859 million as of June 30, 2014). Moelis & Company served as financial advisor to DP World and led all aspects of the transaction from inception to closing.
This transaction was consistent with DP World’s strategy of providing port-centric integrated logistics solutions at key gateway locations. DP World is one of the leading marine terminal operators in the world and the Jebel Ali port is its flagship port in the Middle East. EZW’s primary business unit, the Jebel Ali Free Zone FZE (“JAFZ”), is a 57 square kilometer modern commercial and industrial logistics park that is located adjacent to Jebel Ali port and serves as an integral component of the supply chain for DP World’s customers at Jebel Ali port.
Moelis & Company designed a tailored due diligence and negotiations process for DP World, in order to maintain confidentiality and limit press leaks. As the acquisition constituted a Related Party and Class 1 transaction for the purposes of UK Listing Rules, Moelis & Company conducted a comprehensive evaluation of EZW to develop a view on valuation, draft a shareholder circular and obtain the support of DP World’s independent directors. Moelis & Company was also intimately engaged in key negotiations with the seller and was instrumental in achieving a successful outcome for its client.
DP World’s acquisition was the largest M&A deal involving a Middle Eastern target in 2014-2015 and had compelling strategic, operational and financial benefits for DP World. It created the leading port and free zone in the Middle East, enhanced DP World’s competitive advantage by strengthening Jebel Ali port’s integrated product offering and provided an opportunity to control and improve investment levels at JAFZ. The acquisition was also expected to enhance earnings by more than 15 percent and generate greater than a 7 percent return on capital employed in the first full financial year following completion.
February 2015
$1.2 billion
Sale of EMPAQUE to Crown Holdings, Inc.On February 18, 2015, Heineken N.V. (“Heineken”) completed the sale of its Mexican packaging business EMPAQUE – a leading Mexican manufacturer of aluminum cans and ends, bottle caps and glass bottles – to Crown Holdings Inc. (“Crown”). Moelis & Company acted as exclusive financial advisor to Heineken in the multifaceted, cross-border transaction.
The successful execution of this complex and competitive sale involved a dual-track that allowed Heineken to maintain the option of a “sale of parts” or a “sale of whole” process. In addition, Moelis & Company helped negotiate a strategic, long-term supply contract between the client and the buyer that fulfilled the needs of multiple stakeholders within the Heineken organization. Divesting the EMPAQUE packaging operations ultimately allowed Heineken to focus its resources fully on brewing, marketing and selling its world class portfolio of beer brands in Mexico, and provided additional financial flexibility to invest in its core operations.
Moelis & Company helped Heineken achieve a premium valuation multiple relative to comparable metal and glass packaging transactions globally. Following the divestment, EMPAQUE remains a key strategic supplier to Cuauhtémoc Moctezuma, Heineken’s wholly owned subsidiary in Mexico, through long-term supply contracts.
