Notable Mergers and Acquisitions of the Day 05/17: (A) (MEG)/(BRK-A) (SHLD) (ARP)

• Agilent Technologies Inc. (NYSE: A) and EQT, have entered a definitive agreement for Agilent to acquire Dako, the Denmark-based cancer diagnostic company. The $2.2 billion acquisition (on a debt-free basis) is the largest in Agilent’s history.
  
  Dako provides antibodies, reagents, scientific instruments and software primarily to customers in pathology laboratories to raise the standards for fast and accurate diagnostic answers for cancer patients. Dako also collaborates with a number of major pharmaceutical companies to develop new potential pharmacodiagnostics, also called companion diagnostics, which may be used to identify patients most likely to benefit from a specific targeted therapy. Dako’s products are sold in more than 100 countries, and in 2010 its annual revenue was approximately $340 million (USD). The company employs more than 1,000 people, primarily in Denmark, in Carpinteria, Calif., and other parts of the world.
  
  
  The acquisition is expected to close within the next 60 days, subject to the satisfaction of customary closing conditions.
  
  
• Media General, Inc. (NYSE: MEG) signed agreements with Berkshire Hathaway, Inc., (NYSE: BRK-A)(NYSE: BRK-B) for the purchase of newspapers and new financing. A subsidiary of Berkshire Hathaway, BH Media Group, will purchase all of the newspapers owned by Media General, with the exception of the Tampa group, for $142 million in cash. Media General said it is in discussions with other prospective buyers for its Tampa print assets.
  
  Under a separate credit agreement, Berkshire Hathaway will provide Media General with a $400 million term loan and a $45 million revolving credit line. The new loan will be used to fully repay the company's existing bank debt due March 2013 and will mature in May 2020. In conjunction with this, Media General will issue Berkshire Hathaway penny warrants for approximately 4.6 million Class A shares, which represents 19.9 percent of Media General's existing shares outstanding. In addition, Berkshire Hathaway has the option to nominate a director to Media General's Board of Directors.
  
  The newspaper transaction is expected to close on June 25. A transition will take place over several months, in coordination with Media General personnel. World Media Enterprises president Douglas Hiemstra will closely oversee the transition and operations of the acquired newspapers for Berkshire Hathaway. After transaction fees and retaining $25 million in cash, Media General will use the proceeds from the newspaper sale to offer to repay existing senior secured notes, with any remaining funds to be used for repayment of the new term loan at par. The sale is subject to customary closing conditions, including Federal Trade Commission approval under the Hart-Scott-Rodino antitrust act.
  
  The $400 million first lien term loan will have an interest rate of 10.5 percent, which could step down to 9 percent if total leverage were to reach 3.50x. The new loan will be issued at a discount of 11.5 percent and is secured pari passu with the company's existing 11-3/4 percent senior secured notes due 2017. The closing date of the new credit agreement is expected to be no later than May 24. The existing term loan in the amount of approximately $364 million will be fully repaid the same day the new credit agreement becomes effective. Media General now expects total cash interest expense in 2012 will be approximately $67 million. Total interest expense, including non-cash amortization of issue discount, new issuance fees, and the warrants, is expected to be $80 million in 2012.
  
  
• Atlas Resource Partners, L.P. (NYSE: ARP) will acquire approximately 250 Bcfe of proved reserves and associated assets in the Barnett Shale in Texas for approximately $184 million in ARP units (based on ARP’s closing price on May 16, 2012) through entry into a definitive agreement with Titan Operating, L.L.C., a privately held company based in Fort Worth, Texas. The transaction has been approved by ARP’s board of directors and will be effective as of January 1, 2012, with an expected closing in July 2012, subject to customary closing conditions and purchase price adjustments.
  
  This transaction represents ARP’s second acquisition in the Barnett Shale in two months, establishing a position of approximately 530 Bcfe of total net proved reserves in the region. ARP’s total net proved reserves pro forma for the acquisition are approximately 700 Bcfe, almost four times greater than its original net reserves upon first trading publicly on March 14, 2012. Titan’s assets are located primarily in Denton, Tarrant, Johnson and Hood Counties in Texas, are in close proximity to the previously acquired Barnett Shale assets, and cover approximately 16,000 net acres, which are 90% held by production. Titan’s current net production is approximately 24 mmcfe/d, including approximately 370 bbl/d of natural gas liquids. ARP believes there are approximately 335 potential undeveloped drilling locations on the new position.
  
  As a result of this transaction, ARP is increasing its distribution guidance for the second half of 2012 to a range of $0.90 to $1.00 per limited partner common unit, up from the prior guidance range of $0.85 to $0.90 per unit. The Street sees $0.91 per unit.
  
  ARP is also increasing 2013 distribution guidance to a range of $2.30 to $2.45 per unit, up from the prior range of $2.25 to $2.40 per unit. The Street is modeling just $1.69.
  
  
• Sears Holdings (Nasdaq SHLD) is planning a partial spin-off if its interest in the unit. According to the release, Sears' 95 percent interest with be whittled down to 51 percent, meaning it will still retain a majority holding. According to the release, Sears Canada will still be Toronto Stock Exchange-listed.

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