Notable Mergers and Acquisitions of the Day 08/01: (WIN)/(PAET) (WWON) (GE)

• Windstream Corp. (Nasdaq: WIN) entered into a definitive agreement to acquire PAETEC Holding Corp. (Nasdaq: PAET) in a transaction valued at approximately $2.3 billion.
  
  PAETEC shareholders will receive 0.460 shares of Windstream common stock for each PAETEC share owned under the terms of the agreement which was approved by the boards of directors of both companies. Windstream expects to issue approximately 73 million shares of stock valued at approximately $891 million, based on the company's closing stock price on July 29, 2011. Windstream also will assume or refinance PAETEC's net debt of approximately $1.4 billion at the time of closing.
  
  
  The transaction is expected to close within six months, subject to certain conditions, including necessary approvals from federal and state regulators and PAETEC shareholders.
  
  Stephens Inc. and J.P. Morgan Securities LLC are acting as financial advisers and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal adviser to Windstream in the transaction.
  
  BofA Merrill Lynch and Deutsche Bank Securities, Inc. are acting as financial advisers and Hogan Lovells is acting as legal adviser to PAETEC in the transaction.
  
  
• Dial Global, a division of Triton Media Group, LLC, and Westwood One, Inc. (Nasdaq: WWON), announced a definitive agreement to merge in a stock for stock transaction.
  
  Closing is expected in Q411.
  
  Kirkland & Ellis acted as legal advisor to Dial Global. Moelis & Company and Skadden Arps Slate Meagher & Flom LLP acted as financial advisor and legal advisor, respectively, to Westwood One. Berenson & Company rendered a fairness opinion, while General Electric Capital Corporation, ING Capital LLC and Macquarie Capital have committed to provide debt financing in support of the transaction.
  
  Triton Media Group is a portfolio company of funds managed by Oaktree Capital Management, L.P. Westwood One is a portfolio company of The Gores Group, LLC.
  
  
• General Electric (NYSE: GE) has entered into an agreement to sell GE SeaCo to HNA Group Company Limited (HNA) of China and Bravia Capital (Bravia) of Hong Kong.
  
  The transaction contemplates the acquisition by HNA of the 50/50 joint venture between GE Capital and SeaCo Ltd. as well as certain owned container assets of SeaCo Ltd. and GE (Genstar), currently managed by GE SeaCo.
  
  Of the $1.0487 billion equity purchase price, GE will receive approximately $500 million for their interests in the joint venture and their owned container fleet (net of certain seller transaction costs). SeaCo Ltd. will receive approximately $528MM for their interests in the joint venture and their owned container fleet (net of certain seller transaction costs).
  
  ollowing the acquisition's completion, GE SeaCo will operate as a core business within HNA's existing logistics and finance businesses.
  
  The acquisition is being funded by a combination of equity and debt. HNA and Bravia have arranged a committed debt facility through Deutsche Bank and ING. Deutsche Bank Securities Inc. served as sole M&A advisor to the sellers in this transaction.

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