Notable Mergers and Acquisitions of the Day 03/28: (EBAY)/(GSIC) (RURL) (ATNY)/(SPEC) (WAC)
- eBay Inc. (Nasdaq: EBAY) has entered into an agreement to acquire GSI Commerce (Nasdaq: GSIC) for $29.25 per common share, or about $2.4 billion total.
Closing is expected in Q3. The acquisition will be financed with cash and debt.
eBay expects the transaction to result in synergies of approximately $60 million by 2013; the company expects the transaction to be EPS neutral in 2011 and accretive in 2012. As part of the divestiture, eBay will loan the holding company $467 million and retain a 30 percent stake in Rue La La and ShopRunner.
Under the terms of the merger agreement, GSI Commerce may solicit acquisition proposals from third parties for a 40-day “go-shop” period continuing through May 6, 2011.
Goldman, Sachs & Co. and Peter J. Solomon Company are acting as financial advisers to eBay, while Dewey & LeBoeuf LLP is acting as its legal adviser with regard to the transaction. Morgan Stanley & Co. Incorporated is acting as financial adviser to GSI Commerce and Davis Polk & Wardwell LLP is acting as legal adviser to the special committee of the GSI Commerce Board of Directors. Morgan, Lewis & Bockius LLP is acting as legal adviser to GSI Commerce.
GSIC shares are currently halted.
- Rural/Metro Corporation (Nasdaq: RURL) entered into an agreement whereby it will be acquired by Warburg Pincus for $17.25 per outstanding share of common stock, or about $440 million total.
Closing is expected in Q211.
RBC Capital Markets and Moelis & Company are acting as financial advisors, and the law firm of Paul, Hastings, Janofsky & Walker is acting as legal advisor to Rural/Metro.
Citigroup Global Markets, Inc., Credit Suisse and Jefferies & Company, Inc. acted as financial advisors, and Cleary Gottlieb Steen & Hamilton is acting as legal advisor to Warburg Pincus.
- API Technologies Corp. (OTCBB: ATNY) announced that they have entered into an agreement for the acquisition of Spectrum Control, Inc. (Nasdaq: SPEC) for $20 per outstanding common share, or $270 million total.
In connection with the transaction, API has been provided with firm commitments for debt financing in a principal amount of $215 million by Morgan Stanley Senior Funding, Inc., an affiliate of Morgan Stanley & Co. Incorporated.
Under the terms of the merger agreement, Spectrum may solicit acquisition proposals from third parties for a period of 40 calendar days continuing through May 7, 2011.
UBS Investment Bank is acting as financial advisor to Spectrum. Raymond James & Associates, Inc. and Morgan Stanley & Co. Incorporated are acting as financial advisor to API in connection with the transaction.
- Walter Investment Management Corp. (AMEX: WAC) has entered into a definitive agreement for the acquisition of GTCS Holdings LLC in a transaction valued at $1.065 billion.
Walter Investment will issue approximately 1.8 million shares of common stock to the seller, assume approximately $20 million of existing Green Tree debt, and issue $765 million of new debt which has been fully committed by Credit Suisse and The Royal Bank of Scotland plc and which, together with cash, will be used to acquire the equity of Green Tree, repay existing Green Tree indebtedness and pay fees and expenses of the transaction.
Walter Investment will now longer qualify as a REIT following the transaction.
Closing is expected in early Q311.
Credit Suisse Securities (USA) LLC acted as exclusive financial advisor to Walter Investment and Simpson Thacher & Bartlett LLP provided legal counsel. Morgan Stanley & Co. Incorporated acted as financial advisor to Green Tree, while Willkie Farr & Gallagher LLP provided legal counsel. BofA Merrill Lynch acted as financial advisor to the seller.
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