GS Capital, P2 Capital to Acquire Interline Brands (IBI) for $25.50/Share
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Interline Brands, Inc. (NYSE: IBI) has entered into a definitive agreement to be acquired by affiliates of GS Capital Partners LP and P2 Capital Partners, LLC for $25.50 per share in cash. GS Capital Partners is one of the world's leading private equity investors. P2 Capital Partners, a shareholder of Interline, is a leading investment firm that applies a private equity approach to investing in the public market.
The transaction, which was unanimously approved by Interline's board of directors, is valued at approximately $1.1 billion, including the assumption of debt. The price of $25.50 per share represents a premium of approximately 42% relative to the Company's closing stock price on May 25, 2012, the last trading day before the announcement of the transaction, and a 31% premium relative to the Company's trailing 30-day average closing stock price.
Interline intends to maintain its corporate headquarters in Jacksonville, Florida, as well as its distribution and sales footprint.
In addition to equity from funds managed by GS Capital Partners and P2 Capital Partners, it is anticipated that certain members of Company management will invest a portion of their proceeds from the transaction. GS Capital Partners and P2 Capital Partners have also secured committed debt financing from Goldman Sachs and Bank of America.
Barclays is serving as financial advisor to Interline and has provided a fairness opinion in connection with the transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to the Company in connection with the transaction.
Goldman Sachs is acting as financial advisor to GS Capital Partners, and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor. Debevoise & Plimpton LLP is acting as legal advisor to P2 Capital Partners.
The transaction is subject to certain closing conditions, including the approval of Interline's shareholders and regulatory approvals, but is not subject to any condition with regard to the financing of the transaction.
The agreement permits Interline to solicit alternative proposals from third parties through June 28, 2012. The Interline board of directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. If there is not a superior offer, the transaction is expected to close by the end of the third quarter of 2012.
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The transaction, which was unanimously approved by Interline's board of directors, is valued at approximately $1.1 billion, including the assumption of debt. The price of $25.50 per share represents a premium of approximately 42% relative to the Company's closing stock price on May 25, 2012, the last trading day before the announcement of the transaction, and a 31% premium relative to the Company's trailing 30-day average closing stock price.
Interline intends to maintain its corporate headquarters in Jacksonville, Florida, as well as its distribution and sales footprint.
In addition to equity from funds managed by GS Capital Partners and P2 Capital Partners, it is anticipated that certain members of Company management will invest a portion of their proceeds from the transaction. GS Capital Partners and P2 Capital Partners have also secured committed debt financing from Goldman Sachs and Bank of America.
Barclays is serving as financial advisor to Interline and has provided a fairness opinion in connection with the transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to the Company in connection with the transaction.
Goldman Sachs is acting as financial advisor to GS Capital Partners, and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor. Debevoise & Plimpton LLP is acting as legal advisor to P2 Capital Partners.
The transaction is subject to certain closing conditions, including the approval of Interline's shareholders and regulatory approvals, but is not subject to any condition with regard to the financing of the transaction.
The agreement permits Interline to solicit alternative proposals from third parties through June 28, 2012. The Interline board of directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. If there is not a superior offer, the transaction is expected to close by the end of the third quarter of 2012.
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