Transactions
& Case Studies

Displaying: Mergers & Acquisitions

February 2014


$15.7 billion

Sale to Thermo Fischer Scientific Inc.
Financial Advisor to Life Technologies on its $15.7 billion sale to Thermo Fisher

On April 15, 2013, Life Technologies Corporation (“Life Technologies”), a leading life sciences company, agreed to be acquired by Thermo Fisher Scientific Inc. (“Thermo Fisher”), the world leader in serving science, for approximately $15.7 billion. The purchase price reflects a 38% premium over the closing price immediately prior to the news reports that the company was exploring a potential sale. The combination of Life Technologies and Thermo Fisher created an unrivaled industry leader and enhanced all three elements of Thermo Fisher’s growth strategy: technological innovation, a unique customer value proposition and expansion in emerging markets. The transaction represents the largest global healthcare M&A deal in 2013.

Moelis & Company provided comprehensive M&A strategic advice including bid strategy, bid timing, bidder consortium formation, negotiation and valuation, and created a highly customized sale process strategy to maximize value for Life Technologies shareholders. The transaction highlights Moelis & Company’s commitment to fostering long-term client relationships, representing our sixth M&A transaction with Life Technologies since 2007, and the Moelis team’s twelfth transaction with Life Technologies and its predecessor since 2000. The transaction successfully closed in February 2014.

January 2014


€3.1 billion

Acquisition of Grohe Group S.a.r.l.
Financial Advisor to LIXIL on its €3.1 billion acquisition of Grohe Group

On September 26, 2013, LIXIL Corporation (“LIXIL”) and Development Bank of Japan (“DBJ”) agreed to acquire an 87.5% equity interest in Grohe Group S.a.r.l, Europe’s largest and the world’s leading single-brand manufacturer of premium sanitary fittings, from private equity funds managed by TPG Capital and DLJ Merchant Banking Partners. The transaction represents a significant step in the successful implementation of LIXIL’s strategy to become the global leader in the building materials and housing equipment industry. With an implied Enterprise Value of €3.1 billion ($4.1 billion), this is the largest ever German investment by a Japanese company and the largest cross-border acquisition by a Japanese corporate in 2013. The combined sanitary businesses of both groups generate more than €4 billion of annual revenue, making it the largest player in its industry. In the three months following announcement, LIXIL’s share price significantly outperformed both its peers and the markets (+33% by December 17, 2013). The transaction was successfully completed in January 2014.

Moelis & Company and SMBC Nikko acted as financial advisors to LIXIL. Moelis & Company provided effective tactical advice in a very competitive and complex cross–border dual track IPO and M&A process driven by private equity sellers. The off-balance sheet acquisition structure featuring a non-recourse loan from three Japanese banks (including SMBC) was arranged by SMBC Nikko and enables LIXIL to act on this strategic opportunity while maintaining its current leverage level and the financial flexibility to pursue other strategic opportunities as they arise. This transaction represents one of the largest joint Moelis & Company/SMBC Nikko mandates since the establishment of our alliance in March 2011.

December 2013


$29.6 billion Chapter 11 Re- organization; $17 billion merger with US Airways Group

Chapter 11 Reorganization and merger with US Airways Group
Exclusive Investment Banker to the Official Committee of Unsecured Creditors of AMR Corporation on its $29.6 billion Chapter 11 Reorganization and $17.0 billion merger with US Airways Group

On December 9, 2013, AMR Corporation (“AMR”), the parent company of American Airlines Inc., successfully completed its Chapter 11 Reorganization. As part of the reorganization, AMR also completed its $17.0 billion merger with US Airways Group (“US Airways”). Operating under the American brand, the combined American – US Airways (“American Airlines Group”) created the world’s largest airline.

AMR filed for Chapter 11 bankruptcy protection on November 29, 2011, with reported assets and liabilities of $24.7 and $29.6 billion, respectively. Shortly thereafter, the Official Committee of Unsecured Creditors (the “UCC”) was formed by a highly diverse group of nine creditor constituencies. The UCC quickly became an influential factor in the reorganization and this group was seen as a pivotal piece to any plan of action. The UCC advocated for a broad review of strategic options, including possible merger opportunities. Moelis & Company was instrumental in designing and creating a process that allowed for engagement between AMR and US Airways despite initial reluctance on the part of AMR. Over the course of the intensive US Airways – AMR diligence process, Moelis & Company evaluated the pro forma business plan, assessed the need for DIP and exit financing, and helped drive parties to a mutually agreeable expectation of synergies and negotiated relative deal economics, while continually working with advisors to resolve complex social and employee issues. On February 14, 2013, AMR and US Airways announced that their respective boards of directors had unanimously approved a definitive merger agreement between the two companies.

The merger delivered far superior returns to creditors and investors as compared to the company’s initial plan for a standalone option, and resulted in par plus accrued recoveries to $29.6 billion in creditor claims. Shareholder value in excess of $10 billion was created, versus the equity market cap of approximately $85 million at the time of the Chapter 11 filing. Moelis & Company represented a driving force in the initial consideration and ultimate consummation of the merger, building consensus amongst various parties to consider and pursue a single, value maximizing plan of action. This transaction demonstrates Moelis & Company’s ability to deliver superior results for our clients; the reorganization and merger achieved full recoveries for unsecured creditors, significant recoveries for shareholders and the unique occurrence of pre-petition convertible notes converting into pre-petition equity.

November 2013


$10.7 billion

Sale to Intercontinental Exchange, Inc.
Financial Advisor to NYSE Euronext on its $10.7 billion sale to IntercontinentalExchange

On December 20, 2012, IntercontinentalExchange, Inc. (“ICE”) agreed to acquire NYSE Euronext, Inc. (“NYSE Euronext”), the preeminent global equity, equity options and fixed income derivatives market operator, in a stock and cash transaction. The transaction value of $33.12 per share represented a 37.7% premium over NYSE Euronext’s closing share price on December 19, 2012. Moelis & Company acted as financial advisor to NYSE Euronext. The transaction represents Moelis & Company’s ability to successfully execute large, public transactions. The transaction successfully closed in November 2013.

June 2013


$28 billion

Sale to 3G Capital and Berkshire Hathaway
Financial Advisor to the Transaction Committee of the Board of Directors of Heinz on its $28 billion sale to 3G Capital and Berkshire Hathaway

On February 14, 2013, H.J. Heinz Company (“Heinz”), one of the world’s most iconic food companies, agreed to be acquired by an investment consortium comprised of 3G Capital and Berkshire Hathaway. Under the terms of the agreement, which was unanimously approved by Heinz’s Board of Directors, Heinz shareholders received $72.50 in cash for each share of common stock owned, in a transaction valued at $28 billion including the assumption of Heinz’s outstanding debt. The per share price represents a 20% premium to Heinz’s closing share price of $60.48 on February 13, 2013 and a 19% premium to Heinz’s all-time high share price. The transaction was financed through a combination of cash provided by Berkshire Hathaway and affiliates of 3G Capital, rollover of existing debt, as well as debt financing. The deal was among the largest transactions ever in the food industry and the largest leveraged buyout since 2007. Moelis & Company acted as financial advisor to the Transaction Committee of the Board of Directors of Heinz. Moelis provided its own independent view in addition to the company’s two existing advisors – one that had a longstanding relationship with the Heinz management team and the other that was an existing lender. The deal demonstrates our ability to successfully execute large, public M&A transactions and highlights our mandate to provide unbiased, conflict-free advice to public company boards. The transaction successfully closed in June 2013.

December 2012


£1.4 billion

Sale to Hong Kong Exchanges and Clearing Limited
Exclusive Financial Advisor to the London Metal Exchange on its £1.4 billion sale to Hong Kong Exchanges and Clearing Limited

On June 15, 2012, the board of the London Metal Exchange (“LME”) announced that it had agreed to recommend a cash offer of £1.4 billion for the entire issued and outstanding ordinary share capital of the LME by Hong Kong Exchanges and Clearing Limited (“HKEx”). The transaction brings together the LME, the world’s leading non-ferrous base metals trading venue, and HKEx, the world’s largest exchange group by market capitalization and the leading operator of exchanges and clearing houses in Asia. The sale to HKEx preserves the features of the LME’s unique business model and significantly accelerates the LME’s access to China. Moelis & Company acted as exclusive financial advisor to the LME. This landmark transaction, involving one of the most iconic exchanges in the world, represents Moelis & Company’s ability to conduct a highly competitive and complex international sale process while balancing financial and non-financial transaction aspects to achieve an exceptional outcome for our client. The transaction successfully closed in December 2012.