Notable Mergers and Acquisitions of the Day 05/15: (TDW) (ACRE) (OFI) (TXCC)

May 15, 2013 9:52 AM EDT
* After markets closed Tuesday, Tidewater Inc. (NYSE: TDW), through a wholly-owned subsidiary, has entered into an agreement with HitecVision to purchase Troms Offshore Supply AS (“Troms Offshore”) for approximately $395 million. The acquisition of Troms Offshore, headquartered in Tromsø, Norway, will expand Tidewater's global footprint into the Norwegian sector of the North Sea and supplement Tidewater’s experience and vessel fleet operating in harsh environments, including cold climates. The Troms Offshore-owned fleet is expected to include five large, modern and technically-advanced deepwater Platform Supply Vessels (PSVs) at closing. In addition, Troms Offshore has one additional deepwater PSV under construction at the VARD Aukra yard in Møre og Romsdal, Norway and an option to build a seventh vessel.

The purchase price includes $150 million in cash and the assumption of approximately $245 million of combined Troms Offshore obligations, comprised of net interest-bearing debt and remaining installment payments on vessels under construction. The stock purchase agreement also contemplates possible additional cash consideration, the payment of which is contingent upon future financial results of Troms Offshore in 2014-2017.

The acquisition is expected to be completed in the second calendar quarter of 2013, subject to regulatory and other approvals, including the Norwegian Ministry of Industry and Trade.

Lazard acted as Tidewater's financial advisor in the transaction.

* Ares Commercial Real Estate Corporation (NYSE: ACRE) announced today that it has entered into a definitive agreement to acquire EF&A Funding, L.L.C, d/b/a Alliant Capital LLC from The Alliant Company, LLC and Alliant, Inc., for approximately $62.8 million through a combination of cash and stock. Under the terms of the transaction, Alliant Capital LLC is expected to become a wholly owned taxable REIT subsidiary of ACRE. Alliant Capital, Ltd., which on a national scale provides tax credit equity for the financing and development of affordable housing, is not included in the acquisition and will remain a part of The Alliant Company.

With approximately 90 employees located across 15 offices throughout the U.S., Alliant Capital LLC is a financial services company focused on multi-family lending that has developed a significant origination, asset management and servicing platform. Alliant Capital LLC has primarily originated and serviced multi-family loans through the Fannie Mae Delegated Underwriting and Servicing (DUS®) program. As of March 31, 2013, Alliant Capital LLC had a servicing portfolio of approximately $3.9 billion in multi-family loans with mortgage servicing rights as of December 31, 2012 at a fair value of approximately $61.0 million. For the five-year period ending December 31, 2012, Alliant’s loan originations have increased at a compound annual growth rate of 12.7%, and loan originations exceeded $600 million for 2012. Recently, Alliant Capital LLC was approved to originate loans insured by the Federal Housing Administration (FHA) and to securitize those loans through the Government National Mortgage Association (Ginnie Mae).

Separately, the ACRE Board announced that Todd Schuster, current ACRE Board Member, a board member of an affiliate of Alliant Capital LLC, and the Founder and former Chief Executive Officer of CW Financial Services from 1991 until 2009, has been appointed to join Mr. Bartling as Co-CEO effective June 1, 2013.

The Alliant Company and Alliant, Inc. will receive 588,235 shares currently valued at approximately $9.9 million, using Ares Commercial Real Estate Corporation’s closing stock price on May 14, 2013, plus an additional $52.9 million in cash, subject to certain adjustments. The cash portion of the transaction may be financed through additional debt financing, potential issuances of common or preferred stock and/or the repayment or sale of certain assets.

ACRE’s acquisition of Alliant Capital LLC is subject to appropriate GSE governmental and regulatory approvals, certain lender consents and other customary closing conditions. The transaction is expected to close in the second half of 2013. However, there can be no assurance that the transaction will be completed during this period or at all.

Credit Suisse Securities (USA) LLC acted as financial advisor to Ares Commercial Real Estate Corporation in connection with the transaction.

* Also, late Tuesday TranSwitch Corporation (Nasdaq: TXCC) said it has retained Needham & Company as financial advisor to assist the Board of Directors in evaluating various strategic alternatives available to the Company. “As a result of certain confidential inquiries TranSwitch has received, our Board has concluded that hiring Needham and Company to assist in evaluating all of our alternatives best furthers the interests of our shareholders,” stated Dr. M. Ali Khatibzadeh, President and CEO of TranSwitch Corporation.

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