Notable Mergers and Acquisitions of the Day 08/15: (CG) (LYG) (GPN) (FACE)
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- The Carlyle Group (Nasdaq: CG) and Getty Images management announced today they have formed a partnership to acquire Getty Images, Inc., a global creator and distributor of still imagery, video and multimedia products, from Hellman & Friedman for $3.3 billion. Carlyle will acquire a controlling stake in Getty Images, while Getty Images Co-Founder and Chairman Mark Getty and the Getty family will roll substantially all of their ownership interests into the transaction. Getty Images management, including Co-Founder and Chief Executive Officer Jonathan Klein, will also invest significant equity in the company.
Carlyle Partners V, a $13.7 billion U.S. buyout fund, will provide equity financing for the investment. J.P. Morgan, Barclays, Credit Suisse, Goldman Sachs and RBC Capital Markets have provided committed debt financing for the transaction. The transaction is subject to customary regulatory approvals and is expected to close in 2012.
- Lloyds Banking Group plc (NYSE: LYG) announces today that it has agreed the sale of a portfolio of private equity-related investments with gross assets of approximately £1,050 million and the transfer of undrawn commitments which are expected to be £220 million at completion (the Portfolio) to a fund (PE1 LP) financed by Coller International Partners VI1 for a cash consideration of approximately £1,030 million (about $1.615 billion).
After the reversal of the related available-for-sale reserve, the transaction is expected to result in a pre-tax gain for the Group. Following the sale, the Group will continue to manage the fund in return for a management fee, which is likely to be less than £10 million per annum. The sale proceeds will be used for general corporate purposes.
The Portfolio generated losses of £40 million in the year to 31 December 2011. This transaction is in line with the Group's strategy of de-risking its balance sheet and reducing its non-core assets.
The transaction is subject to certain conditions, including obtaining the approval of the relevant general partners, and is expected to complete in the fourth quarter of 2012.
- Global Payments Inc. (NYSE: GPN), announced today an agreement to acquire Accelerated Payment Technologies (APT). APT is an innovative provider of fully-integrated payment solutions for small to medium sized merchants producing approximately $8 billion in annual card volume. APT markets its products and services primarily through a network of 700 value-added resellers (VARs) covering 30 different vertical markets.
Under the terms of the agreement and pending regulatory approvals and customary closing conditions, Global Payments will pay $413 million in cash to acquire APT from Great Hill Partners. The transaction is expected to close during Global Payments' second fiscal quarter 2013. Global Payments currently processes the majority of APT's transactions under its existing ISO processing relationship and, as a result, Global Payments' revenue will not materially change. For the partial year of fiscal 2013, the Company expects the transaction to be dilutive to fiscal 2013 earnings per share on a GAAP basis and about neutral on a cash earnings basis and accretive to cash earnings thereafter. Additionally, the Company expects the transaction to be significantly accretive to both North American and total company cash operating margins on an annualized basis. The Company will provide further details when the transaction closes.
- Physicians Formula Holdings, Inc. (Nasdaq: FACE) and Swander Pace Capital entered into a definitive merger agreement under which affiliates of Swander Pace will acquire Physicians Formula.
Under the terms of the merger agreement, Swander Pace, through its affiliates, will acquire all outstanding shares of the common stock of Physicians Formula for $4.25 per share in cash, or approximately $65 million. The per share price represents a premium of approximately 15% over Physicians Formula's closing stock price on August 14, 2012 and a 21% premium to the Company's one-month volume-weighted average price of $3.50 per share. The Physicians Formula's Board of Directors, acting upon the unanimous recommendation of its Special Committee (the "Special Committee") composed solely of independent directors, unanimously approved the merger agreement and resolved to recommend that the Company's stockholders vote to adopt the merger agreement.
The transaction, subject to various closing conditions including receipt of Physicians Formula stockholder approval, is expected to close later this year. This approval will be sought at a special meeting of stockholders. In connection with the transaction, certain stockholders of the Company who collectively own approximately 22% of the outstanding shares of the Company's common stock have entered into voting agreements pursuant to which they have agreed to, among other things, vote their shares in favor of the Merger, subject to the certain exceptions.
Blackstone Advisory Partners L.P. is serving as exclusive financial advisor to the Special Committee, and has delivered a fairness opinion in connection with this transaction. Sheppard Mullin Richter & Hampton LLP is serving as legal advisor to the Company and Kirkland & Ellis LLP provided legal counsel to Swander Pace in connection with the transaction.
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