Transactions

DP World Limited’s acquisition of Economic Zones World FZE from Port and Free Zone World FZE

Date Announced:
11/13/2014

client:
DP World Limited

Status:
Closed – 03/2015

Value:
$3.5 billion Read the case study

Financial Advisor to DP World Limited on its $3.5 billion Acquisition of Economic Zones World

In 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.

Lone Star Funds' acquisition of a portfolio of 38 hotels from Hyatt Hotels Corporation

Date Announced:
11/13/2014

client:
Lone Star Funds

Status:
Closed – 11/2014

Value:
$590 million

Folkestone Social Infrastructure Trust’s merger with Folkestone Education Trust

Date Announced:
11/13/2014

client:
Folkestone Social Infrastructure Trust

Status:
Closed – 12/2014

Value:
Undisclosed

Conning Holdings Corporation’s sale to Cathay Financial Holdings

Date Announced:
11/12/2014

client:
Conning Holdings Corporation

Status:
Closed – 09/2015

Value:
$240 million

Transaction Network Services' sale of Payment Gateway Services business to MasterCard

Date Announced:
11/06/2014

client:
Transaction Network Services

Status:
Closed – 12/2014

Value:
Undisclosed

American Healthcare Investors, LLC’s sale of a 47% ownership interest to NorthStar Asset Management Group Inc.

Date Announced:
11/06/2014

client:
American Healthcare Investors, LLC

Status:
Closed – 12/2014

Value:
Undisclosed

NRG Yield, Inc.’s acquisition of Walnut Creek Energy, LLC, the Tapestry wind portfolio and Laredo Ridge Wind, LLC from NRG Energy, Inc.

Date Announced:
11/05/2014

client:
Independent Committee of the Board of Directors of NRG Yield, Inc.

Status:
Closed – 01/2015

Value:
$1.2 billion

Altegrity, Inc.’s Chapter 11 Reorganization

Date Announced:
11/05/2014

client:
Ad Hoc Committee of the 1st Lien Creditor Group of Altegrity, Inc.

Status:
Closed – 08/2015

Value:
$1.8 billion

Covata Limited’s initial public offering

Date Announced:
10/31/2014

client:
Covata Limited

Status:
Closed – 10/2014

Value:
A$76 million

Syncora Holdings Ltd.’s monetization of pass through securities and mark-to-market value swaps of Redbank Project

Date Announced:
10/31/2014

client:
Syncora Holdings Ltd.

Status:
Closed – 10/2014

Value:
A$147 million

Major League Soccer’s sale of Los Angeles soccer team

Date Announced:
10/30/2014

client:
Major League Soccer

Status:
Closed – 10/2014

Value:
Undisclosed

ITR Concession Company, LLC’s Chapter 11 Reorganization and sale to IFM Investors

Date Announced:
10/28/2014

client:
ITR Concession Company, LLC

Status:
Closed – 05/2015

Value:
$6 billion pre-packaged Chapter 11 reorganization; $5.7 billion sale to IFM Investors

Express Energy Services’ sale to Apollo Global Management, LLC

Date Announced:
10/24/2014

client:
Express Energy Services

Status:
Closed – 11/2014

Value:
Undisclosed

Momentive Performance Materials Inc.’s pre-negotiated Chapter 11 Reorganization, debt financing and equity financing

Date Announced:
10/24/2014

client:
Momentive Performance Materials Inc.

Status:
Closed – 10/2014

Value:
$4.2 billion Pre-negotiated Chapter 11 Reorganization; $570 million debt financing; $600 million equity financing Read the case study

Financial Advisor to Momentive Performance Materials on its $4.2 billion Pre-negotiated Chapter 11 Reorganization

On October 24, 2014, Momentive Performance Materials (“MPM”), one of the world’s largest producers of silicones, silicone derivatives and quartz products, successfully emerged from Chapter 11 Bankruptcy protection. Moelis & Company acted as financial advisor to MPM and was instrumental in initiating, evaluating and negotiating the transaction. Over the course of an intensive multi-party due diligence period, Moelis & Company evaluated and assisted in the development of the pro forma business plan, negotiated a fully committed equity rights offering and assisted in securing $570 million in DIP financing as well as exit financing at favorable terms. On April 13, 2014,
MPM entered into a Restructuring Support Agreement with holders of $1.3 billion of Second Lien Notes, the fulcrum security, under a pre-negotiated plan, and on September 10, 2014, MPM’s Plan of Reorganization was confirmed. Key terms included a $600 million fully committed rights offering, which was backstopped by approximately 90% of the holders of the Second Lien Notes, along with a 100% recovery to the holders of First Lien Senior Notes and Replacement Notes, trade creditors and other general unsecured creditors.

Moelis & Company played a pivotal role as lead witness in the landmark Bankruptcy Court decision on cram down interest rates based on the Supreme Court’s Till decision, providing expert testimony regarding the appropriate rate for the Replacement Notes. The Court largely found in favor of MPM, saving the estate hundreds of millions of dollars while providing long-term financing to fund its business operations and future growth.

Meredith Corporation’s sale of KASW-TV to Nexstar Broadcasting, Inc.

Date Announced:
10/23/2014

client:
Meredith Corporation

Status:
Closed – 11/2014

Value:
Undisclosed

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