Notable Merger and Acquisition of the Day 2/02: [(SD) (WAG)/(BIOS) (RA)]

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SandRidge Energy, Inc. (NYSE: SD) has entered into an agreement to acquire Dynamic Offshore Resources, LLC for aggregate consideration of $1.275 billion consisting of approximately $680 million in cash and approximately 74 million shares of SandRidge common stock valued at $8.02 per share. These oil rich assets will add reserves, production and cash flow at an attractive valuation that is consistent with the achievement of SandRidge's three year plan to triple EBITDA and double oil production while lowering its debt to EBITDA ratio. Dynamic Offshore Resources operates primarily in water depths of less than 300 feet and their current production is approximately 25 Mboed. Dynamic's year-end 2011 proved reserves are 62.5 MMboe and are valued at approximately $1.9 billion using SEC net present value discounted at 10 percent (PV-10). Of these reserves, 80% of the value and the quantity are proved developed. Approximately 50% of Dynamic's current production and proved reserves consists of oil. The acquisition will be accretive to SandRidge's earnings and cash flow per share as well as improve its leverage metrics.

BofA Merrill Lynch and SunTrust Robinson Humphrey served as financial advisors to SandRidge in connection with the acquisition. SandRidge is represented by Covington & Burling LLP. Dynamic is represented by Vinson & Elkins LLP.
Walgreen Co. (NYSE: WAG) and BioScrip, Inc. (NASDAQ: BIOS), a national provider of pharmacy and home health services, today announced that they have entered into a definitive agreement under which Walgreens would acquire certain assets of BioScrip's community specialty pharmacies and centralized specialty and mail service pharmacy businesses and BioScrip would receive a total deal value of approximately $225 million. This includes approximately $170 million in cash at closing and retention by BioScrip of associated accounts receivable and working capital liabilities of approximately $55 million, based on BioScrip’s balance sheet values at Dec. 31, 2011. Up to an additional $60 million in purchase price may be payable based on events related directly or indirectly to Walgreens retention of certain business included in the transferred businesses.

The transaction is structured as an asset acquisition, with a plan to transfer the servicing of patients for the central specialty pharmacy and mail service pharmacy businesses to existing Walgreens facilities. BioScrip will continue to service its infusion patient base through existing BioScrip pharmacy facilities.

Walgreens currently anticipates the transaction will not have a material impact on its earnings per share in fiscal year 2012, and expects it to be modestly accretive in fiscal year 2013.

Completion of the transaction is subject to customary conditions, including satisfaction of regulatory requirements and other closing conditions. Walgreens plans to fund the acquisition with existing cash and anticipates the transaction will close by late April 2012. The transaction was unanimously approved by both companies’ boards of directors.
RailAmerica (NYSE: RA) today announced that it has signed an agreement to acquire Marquette Rail LLC for $40 million subject to final adjustments for working capital. The acquisition is subject to customary closing conditions and Surface Transportation Board approval.

For the next twelve months, RailAmerica anticipates Marquette will generate approximately $13 million in revenue, $4 million in operating income (excluding closing costs) and $2 million in depreciation and amortization. The company intends to finance the purchase using cash on hand and its revolving credit facility.